Common use of Suretyship Waivers by Grantors, etc Clause in Contracts

Suretyship Waivers by Grantors, etc. (a) Each Grantor agrees that its Securities Amounts are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance that constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Securities Amounts. In furtherance of the foregoing and without limiting the generality thereof, each Grantor agrees as follows: (i) Secured Parties may from time to time, without notice or demand and without affecting the validity or enforceability of the Purchase Agreement or any Related Document or giving rise to any limitation, impairment or discharge of such Grantor’s liability under the Purchase Agreement or any Related Document, (A) renew, extend, accelerate or otherwise change the time, place, manner or terms of payment of the Securities Amounts, (B) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Securities Amounts or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (C) request and accept guaranties of the Securities Amounts and take and hold other security for the payment of the Securities Amounts, (D) release, exchange, compromise, subordinate or modify, with or without consideration, any other security for payment of the Securities Amounts, any guaranties of the Securities Amounts, or any other obligation of any Person with respect to the Securities Amounts, (E) enforce and apply any other security now or hereafter held by or for the benefit of Secured Party in respect of the Securities Amounts and direct the order or manner of sale thereof, or exercise any other right or remedy that a Secured Party may have against any such security, as Secured Party in its discretion may determine consistent with the Purchase Agreement, the Related Documents and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and (F) exercise any other rights available to such Secured Party under the Purchase Agreement and the Related Documents at law or in equity; and (ii) the Purchase Agreement, the Related Documents and the Securities Amounts shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Securities Amounts), including, without limitation, the occurrence of any of the following, whether or not such Grantor shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Securities Amounts or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Securities Amounts, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including, without limitation, provisions relating to events of default) of the Purchase Agreement, any of the Related Documents or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Securities Amounts, (C) the Securities Amounts, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness other than the Securities Amounts, even though a Secured Party might have elected to apply such payment to any part or all of the Securities Amounts, (E) any failure to perfect or continue perfection of a security interest in any other collateral that secures any of the Securities Amounts, (F) any defenses, set-offs or counterclaims that any Grantor may allege or assert against a Secured Party in respect of the Securities Amounts, including, but not limited to, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, that may or might in any manner or to any extent vary the risk of any Grantor as an obligor in respect of the Securities Amounts.

Suretyship Waivers by Grantors, etc. (a) Each Grantor agrees that its Securities Amounts Obligations are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance that constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Securities AmountsObligations. In furtherance of the foregoing and without limiting the generality thereof, each Grantor agrees as follows: (i) Secured Parties may from time to time, without notice or demand and without affecting the validity or enforceability of the Purchase Agreement or any Related Document or giving rise to any limitation, impairment or discharge of such Grantor’s liability under the Purchase Agreement or any Related Document, (A) renew, extend, accelerate or otherwise change the time, place, manner or terms of payment of the Securities AmountsObligations, (B) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Securities Amounts Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (C) request and accept guaranties of the Securities Amounts Obligations and take and hold other security for the payment of the Securities AmountsObligations, (D) release, exchange, compromise, subordinate or modify, with or without consideration, any other security for payment of the Securities AmountsObligations, any guaranties of the Securities AmountsObligations, or any other obligation of any Person with respect to the Securities AmountsObligations, (E) enforce and apply any other security now or hereafter held by or for the benefit of Secured Party in respect of the Securities Amounts Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that a Secured Party may have against any such security, as Secured Party in its discretion may determine consistent with the Purchase Agreement, the Related Documents and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and (F) exercise any other rights available to such Secured Party under the Purchase Agreement and the Related Documents at law or in equity; and (ii) the Purchase Agreement, the Related Documents and the Securities Amounts Obligations shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full in cash of the Securities AmountsObligations), including, without limitation, the occurrence of any of the following, whether or not such Grantor shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Securities Amounts Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Securities AmountsObligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including, without limitation, provisions relating to events of default) of the Purchase Agreement, any of the Related Documents or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Securities AmountsObligations, (C) the Securities AmountsObligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness other than the Securities AmountsObligations, even though a Secured Party might have elected to apply such payment to any part or all of the Securities AmountsObligations, (E) any failure to perfect or continue perfection of a security interest in any other collateral that secures any of the Securities AmountsObligations, (F) any defenses, set-offs or counterclaims that any Grantor may allege or assert against a Secured Party in respect of the Securities AmountsObligations, including, but not limited to, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, that may or might in any manner or to any extent vary the risk of any Grantor as an obligor in respect of the Securities AmountsObligations.

Suretyship Waivers by Grantors, etc. (a) Each Grantor agrees that its Securities Amounts obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance that which constitutes a legal or equitable discharge of a guarantor or surety other than (i) payment in full of the Securities AmountsSecured Obligations or (ii) a written release of this Agreement executed by Secured Party. In furtherance of the foregoing and without limiting the generality thereof, each Grantor agrees as follows: (i) Secured Parties Party, any Lender or any Bank Product Provider may from time to time, without notice or demand and without affecting the validity or enforceability of the Purchase this Agreement or any Related Document or giving rise to any limitation, impairment or discharge of such Grantor’s liability under the Purchase Agreement or any Related Documenthereunder, (A) subject to the terms of the Loan Documents and Bank Product Agreements, as applicable, renew, extend, accelerate or otherwise change the time, place, manner or terms of payment of the Securities AmountsSecured Obligations, (B) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Securities Amounts Secured Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (C) request and accept guaranties of the Securities Amounts Secured Obligations and take and hold other security for the payment of the Securities AmountsSecured Obligations, (D) release, exchange, compromise, subordinate or modify, with or without consideration, any other security for payment of the Securities AmountsSecured Obligations, any guaranties of the Securities AmountsSecured Obligations, or any other obligation of any Person with respect to the Securities AmountsSecured Obligations, (E) subject to the terms of the Loan Documents and Bank Product Agreements, as applicable, enforce and apply any other security now or hereafter held by or for the benefit of Secured Party Party, any Lender or any Bank Product Provider in respect of the Securities Amounts Secured Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that a Secured Party Party, Lenders or Bank Product Providers, or any of them, may have against any such security, as Secured Party in its discretion may determine consistent with the Purchase Agreement, the Related Documents Credit Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and (F) exercise any other rights available to such Secured Party Party, Lenders or Bank Product Providers, or any of them, under the Purchase Agreement Loan Documents and the Related Documents Bank Product Agreements, at law or in equity; and (ii) the Purchase Agreement, the Related Documents this Agreement and the Securities Amounts obligations of each Grantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than (i) payment in full of the Securities AmountsSecured Obligations or (ii) a written release of this Agreement executed by the Secured Party), including, without limitation, the occurrence of any of the following, whether or not such Grantor shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Securities Amounts Secured Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Securities AmountsSecured Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including, without limitation, provisions relating to events of default) of the Purchase Credit Agreement, any of the Related Documents other Loan Documents, any of the Bank Product Agreements or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Securities AmountsSecured Obligations, (C) the Securities AmountsSecured Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness of Borrower or any Guarantor other than the Securities AmountsSecured Obligations, even though a Secured Party Party, Lenders or Bank Product Providers or any of them, might have elected to apply such payment to any part or all of the Securities AmountsSecured Obligations, (E) any failure to perfect or continue perfection of a first priority security interest (subject to Permitted Liens) in any other collateral that which secures any of the Securities AmountsSecured Obligations, (F) any defenses, set-offs or counterclaims that any Grantor which Borrower may allege or assert against a Secured Party Party, any Lender or any Bank Product Provider in respect of the Securities AmountsSecured Obligations, including, but not limited towithout limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, that which may or might in any manner or to any extent vary the risk of any Grantor as an obligor in respect of the Securities AmountsSecured Obligations.

Suretyship Waivers by Grantors, etc. (a) Each Grantor agrees that its Securities Amounts obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance that which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Securities AmountsSecured Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Grantor agrees as follows: (i) Secured Parties Party or any Lender or any Hedge Exchanger may from time to time, without notice or demand and without affecting the validity or enforceability of the Purchase this Agreement or any Related Document or giving rise to any limitation, impairment or discharge of such Grantor’s 's liability under the Purchase Agreement or any Related Documenthereunder, (A) renew, extend, accelerate or otherwise change the time, place, manner or terms of payment of the Securities AmountsSecured Obligations, (B) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Securities Amounts Secured Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (C) request and accept guaranties of the Securities Amounts Secured Obligations and take and hold other security for the payment of the Securities AmountsSecured Obligations, (D) release, exchange, compromise, subordinate or modify, with or without consideration, any other security for payment of the Securities AmountsSecured Obligations, any guaranties of the Securities AmountsSecured Obligations, or any other obligation of any Person with respect to the Securities AmountsSecured Obligations, (E) enforce and apply any other security now or hereafter held by or for the benefit of Secured Party Party, any Lender or any Hedge Exchanger in respect of the Securities Amounts Secured Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that a Secured Party Party, Lenders or Hedge Exchangers, or any of them, may have against any such security, as Secured Party in its discretion may determine consistent with the Purchase Agreement, the Related Documents Credit Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and (F) exercise any other rights available to such Secured Party Party, Lenders or Hedge Exchangers, or any of them, under the Purchase Agreement Loan Documents and the Related Documents Lender Hedge Agreements, at law or in equity; and (ii) the Purchase Agreement, the Related Documents this Agreement and the Securities Amounts obligations of each Grantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Securities AmountsSecured Obligations), including, including without limitation, limitation the occurrence of any of the following, whether or not such Grantor shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Securities Amounts Secured Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Securities AmountsSecured Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including, including without limitation, limitation provisions relating to events of default) of the Purchase Credit Agreement, any of the Related Documents other Loan Documents, any of the Lender Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Securities AmountsSecured Obligations, (C) the Securities AmountsSecured Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness other than the Securities AmountsSecured Obligations, even though a Secured Party Party, Lenders or Hedge Exchangers or any of them, might have elected to apply such payment to any part or all of the Securities AmountsSecured Obligations, (E) any failure to perfect or continue perfection of a security interest in any other collateral that which secures any of the Securities AmountsSecured Obligations, (F) any defenses, set-offs or counterclaims that any Grantor which Company may allege or assert against a Secured Party Party, any Lender or any Hedge Exchanger in respect of the Securities AmountsSecured Obligations, including, including but not limited to, to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, that which may or might in any manner or to any extent vary the risk of any Grantor as an obligor in respect of the Securities AmountsSecured Obligations.

Suretyship Waivers by Grantors, etc. (a) Each Grantor agrees that its Securities Amounts obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance that which constitutes a legal or equitable discharge of a guarantor or surety other than (i) payment in full of the Securities AmountsSecured Obligations or (ii) a written release of this Agreement executed by Secured Party. In furtherance of the foregoing and without limiting the generality thereof, each Grantor agrees as follows: (i) Secured Parties Party, any Lender or any Swap Counterparty may from time to time, without notice or demand and without affecting the validity or enforceability of the Purchase this Agreement or any Related Document or giving rise to any limitation, impairment or discharge of such Grantor’s liability under the Purchase Agreement or any Related Documenthereunder, (A) subject to the terms of the Loan Documents and Lender Swap Agreements, as applicable, renew, extend, accelerate or otherwise change the time, place, manner or terms of payment of the Securities AmountsSecured Obligations, (B) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Securities Amounts Secured Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (C) request and accept guaranties of the Securities Amounts Secured Obligations and take and hold other security for the payment of the Securities AmountsSecured Obligations, (D) release, exchange, compromise, subordinate or modify, with or without consideration, any other security for payment of the Securities AmountsSecured Obligations, any guaranties of the Securities AmountsSecured Obligations, or any other obligation of any Person with respect to the Securities AmountsSecured Obligations, (E) subject to the terms of the Loan Documents and Lender Swap Agreements, as applicable, enforce and apply any other security now or hereafter held by or for the benefit of Secured Party Party, any Lender or any Swap Counterparty in respect of the Securities Amounts Secured Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that a Secured Party Party, Lenders or Swap Counterparties, or any of them, may have against any such security, as Secured Party in its discretion may determine consistent with the Purchase Agreement, the Related Documents Credit Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and (F) exercise any other rights available to such Secured Party Party, Lenders or Swap Counterparties, or any of them, under the Purchase Agreement Loan Documents and the Related Documents Lender Swap Agreements, at law or in equity; and (ii) the Purchase Agreement, the Related Documents this Agreement and the Securities Amounts obligations of each Grantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than (i) payment in full of the Securities AmountsSecured Obligations or (ii) a written release of this Agreement executed by the Secured Party), including, without limitation, the occurrence of any of the following, whether or not such Grantor shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Securities Amounts Secured Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Securities AmountsSecured Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including, without limitation, provisions relating to events of default) of the Purchase Credit Agreement, any of the Related Documents other Loan Documents, any of the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Securities AmountsSecured Obligations, (C) the Securities AmountsSecured Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness of Borrower or any Guarantor other than the Securities AmountsSecured Obligations, even though a Secured Party Party, Lenders or Swap Counterparties or any of them, might have elected to apply such payment to any part or all of the Securities AmountsSecured Obligations, (E) any failure to perfect or continue perfection of a security interest in any other collateral that which secures any of the Securities AmountsSecured Obligations, (F) any defenses, set-offs or counterclaims that any Grantor which Borrower may allege or assert against a Secured Party Party, any Lender or any Swap Counterparty in respect of the Securities AmountsSecured Obligations, including, but not limited towithout limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, that which may or might in any manner or to any extent vary the risk of any Grantor as an obligor in respect of the Securities AmountsSecured Obligations.