Common use of Unconditional nature of guarantee Clause in Contracts

Unconditional nature of guarantee. The Guarantor hereby agrees that its obligations under the Guarantee shall be irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Credit Agreement or this Intercreditor Agreement or any other Related Document against the Borrower or any other ACS Ireland Group Member, the absence of any action to enforce the Borrower’s or any other ACS Ireland Group Member’s obligations under the Credit Agreement, this Intercreditor Agreement or any other Related Document, any waiver or consent by a Holder with respect to any provisions thereof or any provisions of this Intercreditor Agreement and the Related Documents, any amendment to the terms under which the Loans are advanced, any release of collateral related to the Loans or the Borrower’s or any other ACS Ireland Group Member’s obligations under this Intercreditor Agreement or any other Related Document, the bankruptcy of the Borrower or any other ACS Ireland Group Member or any circumstance with might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that the Guarantor shall be entitled to exercise any right that the Borrower could have exercised under this Intercreditor Agreement to cure any default in respect of its obligations under this Intercreditor Agreement or the Credit Agreement, if any, but only to the extent such right, if any, is provided to the Borrower under this Intercreditor Agreement or the Credit Agreement. The Guarantor hereby waives each of the following to the fullest extent of the law: (i) all statutes of limitation as a defense to any action brought by any party against the Guarantor in connection with this Guarantee, (ii) any defense based upon (a) the lack of perfection or failure of priority of any security for the Guaranteed Obligations; (b) any act or omission of any Guaranteed Party that directly or indirectly results in the discharge or release of any Borrower or any other Person, or any of the obligations subject to this Guarantee or any security therefor; or (c) any other defense of the Borrower or any other Person with respect to the Guaranteed Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause, (iii) any right (whether now or hereafter existing) to require any Guaranteed Party, as a condition to the enforcement of this Guarantee, to (a) accelerate the Borrower’s obligations, (b) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or (c) exhaust any security for the Guaranteed Obligations, (iv) any right to presentment, demand, protest and notice of any kind, including, without limitation, notices of default and notices of acceptance of this Guarantee, (v) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction, and (vi) all other rights and defenses, the assertion or exercise of which would in any way diminish the liability of the Guarantor hereunder.

Unconditional nature of guarantee. The Guarantor hereby agrees that its obligations under the Guarantee shall be irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Credit Agreement or this Intercreditor Agreement or any other Related Document against the Borrower or any other ACS Ireland Bermuda Group Member, the absence of any action to enforce the Borrower’s or any other ACS Ireland Bermuda Group Member’s obligations under the Credit Agreement, this Intercreditor Agreement or any other Related Document, any waiver or consent by a Holder with respect to any provisions thereof or any provisions of this Intercreditor Agreement and the Related Documents, any amendment to the terms under which the Loans are advanced, any release of collateral related to the Loans or the Borrower’s or any other ACS Ireland Bermuda Group Member’s obligations under this Intercreditor Agreement or any other Related Document, the bankruptcy of the Borrower or any other ACS Ireland Bermuda Group Member or any circumstance with might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that the Guarantor shall be entitled to exercise any right that the Borrower could have exercised under this Intercreditor Agreement to cure any default in respect of its obligations under this Intercreditor Agreement or the Credit Agreement, if any, but only to the extent such right, if any, is provided to the Borrower under this Intercreditor Agreement or the Credit Agreement. The Guarantor hereby waives each of the following to the fullest extent of the law: (i) all statutes of limitation as a defense to any action brought by any party against the Guarantor in connection with this Guarantee, (ii) any defense based upon (a) the lack of perfection or failure of priority of any security for the Guaranteed Obligations; (b) any act or omission of any Guaranteed Party that directly or indirectly results in the discharge or release of any Borrower or any other Person, or any of the obligations subject to this Guarantee or any security therefor; or (c) any other defense of the Borrower or any other Person with respect to the Guaranteed Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause, (iii) any right (whether now or hereafter existing) to require any Guaranteed Party, as a condition to the enforcement of this Guarantee, to (a) accelerate the Borrower’s obligations, (b) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or (c) exhaust any security for the Guaranteed Obligations, (iv) any right to presentment, demand, protest and notice of any kind, including, without limitation, notices of default and notices of acceptance of this Guarantee, (v) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction, and (vi) all other rights and defenses, the assertion or exercise of which would in any way diminish the liability of the Guarantor hereunder.

Unconditional nature of guarantee. The Guarantor hereby agrees that its obligations under the Guarantee shall be irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Credit Agreement Securities or this Intercreditor Agreement Indenture or any other Related Document against the Borrower Issuer or any other ACS Ireland Bermuda Group Member, the absence of any action to enforce the BorrowerIssuer’s or any other ACS Ireland Bermuda Group Member’s obligations under the Credit AgreementSecurities, this Intercreditor Agreement Indenture or any other Related Document, any waiver or consent by a Holder with respect to any provisions thereof or any provisions of this Intercreditor Agreement Indenture and the Related Documents, any amendment to the terms under which the Loans Securities are advancedissued, any release of collateral related to the Loans Securities or the BorrowerIssuer’s or any other ACS Ireland Bermuda Group Member’s obligations under this Intercreditor Agreement Indenture or any other Related Document, the bankruptcy of the Borrower Issuer or any other ACS Ireland Bermuda Group Member or any circumstance with might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that the Guarantor shall be entitled to exercise any right that the Borrower Issuer could have exercised under this Intercreditor Agreement Indenture to cure any default in respect of its obligations under this Intercreditor Agreement Indenture or the Credit AgreementSecurities, if any, but only to the extent such right, if any, is provided to the Borrower Issuer under this Intercreditor Agreement Indenture or the Credit AgreementSecurities. The Guarantor hereby waives each of the following to the fullest extent of the law: (i) all statutes of limitation as a defense to any action brought by any party against the Guarantor in connection with this Guarantee, (ii) any defense based upon (a) the lack of perfection or failure of priority of any security for the Guaranteed Obligations; (b) any act or omission of any Guaranteed Party that directly or indirectly results in the discharge or release of any Borrower Issuer or any other Person, or any of the obligations subject to this Guarantee or any security therefor; or (c) any other defense of the Borrower Issuer or any other Person with respect to the Guaranteed Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause, (iii) any right (whether now or hereafter existing) to require any Guaranteed Party, as a condition to the enforcement of this Guarantee, to (a) accelerate the BorrowerIssuer’s obligations, (b) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or (c) exhaust any security for the Guaranteed Obligations, (iv) any right to presentment, demand, protest and notice of any kind, including, without limitation, notices of default and notices of acceptance of this Guarantee, (v) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction, and (vi) all other rights and defenses, the assertion or exercise of which would in any way diminish the liability of the Guarantor hereunder.

Unconditional nature of guarantee. The Guarantor hereby agrees that its obligations under the Guarantee shall be irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Credit Agreement Securities or this Intercreditor Agreement Indenture or any other Related Document against the Borrower Issuer or any other ACS Ireland Bermuda Group Member, the absence of any action to enforce the Borrower’s Issuer's or any other ACS Ireland Bermuda Group Member’s 's obligations under the Credit AgreementSecurities, this Intercreditor Agreement Indenture or any other Related Document, any waiver or consent by a Holder with respect to any provisions thereof or any provisions of this Intercreditor Agreement Indenture and the Related Documents, any amendment to the terms under which the Loans Securities are advancedissued, any release of collateral related to the Loans Securities or the Borrower’s Issuer's or any other ACS Ireland Bermuda Group Member’s 's obligations under this Intercreditor Agreement Indenture or any other Related Document, the bankruptcy of the Borrower Issuer or any other ACS Ireland Bermuda Group Member or any circumstance with might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that the Guarantor shall be entitled to exercise any right that the Borrower Issuer could have exercised under this Intercreditor Agreement Indenture to cure any default in respect of its obligations under this Intercreditor Agreement Indenture or the Credit AgreementSecurities, if any, but only to the extent such right, if any, is provided to the Borrower Issuer under this Intercreditor Agreement Indenture or the Credit AgreementSecurities. The Guarantor hereby waives each of the following to the fullest extent of the law: (i) all statutes of limitation as a defense to any action brought by any party against the Guarantor in connection with this Guarantee, (ii) any defense based upon (a) the lack of perfection or failure of priority of any security for the Guaranteed Obligations; (b) any act or omission of any Guaranteed Party that directly or indirectly results in the discharge or release of any Borrower Issuer or any other Person, or any of the obligations subject to this Guarantee or any security therefor; or (c) any other defense of the Borrower Issuer or any other Person with respect to the Guaranteed Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause, (iii) any right (whether now or hereafter existing) to require any Guaranteed Party, as a condition to the enforcement of this Guarantee, to (a) accelerate the Borrower’s Issuer's obligations, (b) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or (c) exhaust any security for the Guaranteed Obligations, (iv) any right to presentment, demand, protest and notice of any kind, including, without limitation, notices of default and notices of acceptance of this Guarantee, (v) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction, and (vi) all other rights and defenses, the assertion or exercise of which would in any way diminish the liability of the Guarantor hereunder.

Unconditional nature of guarantee. The Guarantor hereby agrees that its obligations under the Guarantee shall be irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Credit Agreement Securities or this Intercreditor Agreement Indenture or any other Related Document against the Borrower Issuer or any other ACS Ireland Group Member, the absence of any action to enforce the BorrowerIssuer’s or any other ACS Ireland Group Member’s obligations under the Credit AgreementSecurities, this Intercreditor Agreement Indenture or any other Related Document, any waiver or consent by a Holder with respect to any provisions thereof or any provisions of this Intercreditor Agreement Indenture and the Related 148 Documents, any amendment to the terms under which the Loans Securities are advancedissued, any release of collateral related to the Loans Securities or the BorrowerIssuer’s or any other ACS Ireland Group Member’s obligations under this Intercreditor Agreement Indenture or any other Related Document, the bankruptcy of the Borrower Issuer or any other ACS Ireland Group Member or any circumstance with might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that the Guarantor shall be entitled to exercise any right that the Borrower Issuer could have exercised under this Intercreditor Agreement Indenture to cure any default in respect of its obligations under this Intercreditor Agreement Indenture or the Credit AgreementSecurities, if any, but only to the extent such right, if any, is provided to the Borrower Issuer under this Intercreditor Agreement Indenture or the Credit AgreementSecurities. The Guarantor hereby waives each of the following to the fullest extent of the law: (i) all statutes of limitation as a defense to any action brought by any party against the Guarantor in connection with this Guarantee, (ii) any defense based upon (a) the lack of perfection or failure of priority of any security for the Guaranteed Obligations; (b) any act or omission of any Guaranteed Party that directly or indirectly results in the discharge or release of any Borrower Issuer or any other Person, or any of the obligations subject to this Guarantee or any security therefor; or (c) any other defense of the Borrower Issuer or any other Person with respect to the Guaranteed Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause, (iii) any right (whether now or hereafter existing) to require any Guaranteed Party, as a condition to the enforcement of this Guarantee, to (a) accelerate the BorrowerIssuer’s obligations, (b) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or (c) exhaust any security for the Guaranteed Obligations, (iv) any right to presentment, demand, protest and notice of any kind, including, without limitation, notices of default and notices of acceptance of this Guarantee, (v) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction, and (vi) all other rights and defenses, the assertion or exercise of which would in any way diminish the liability of the Guarantor hereunder.

Unconditional nature of guarantee. The Guarantor hereby agrees that its obligations under the Guarantee shall be irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Credit Agreement Securities or this Intercreditor Agreement Indenture or any other Related Document against the Borrower Issuer or any other ACS Ireland Group Member, the absence of any action to enforce the Borrower’s Issuer's or any other ACS Ireland Group Member’s 's obligations under the Credit AgreementSecurities, this Intercreditor Agreement Indenture or any other Related Document, any waiver or consent by a Holder with respect to any provisions thereof or any provisions of this Intercreditor Agreement Indenture and the Related Documents, any amendment to the terms under which the Loans Securities are advancedissued, any release of collateral related to the Loans Securities or the Borrower’s Issuer's or any other ACS Ireland Group Member’s 's obligations under this Intercreditor Agreement Indenture or any other Related Document, the bankruptcy of the Borrower Issuer or any other ACS Ireland Group Member or any circumstance with might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that the Guarantor shall be entitled to exercise any right that the Borrower Issuer could have exercised under this Intercreditor Agreement Indenture to cure any default in respect of its obligations under this Intercreditor Agreement Indenture or the Credit AgreementSecurities, if any, but only to the extent such right, if any, is provided to the Borrower Issuer under this Intercreditor Agreement Indenture or the Credit AgreementSecurities. The Guarantor hereby waives each of the following to the fullest extent of the law: (i) all statutes of limitation as a defense to any action brought by any party against the Guarantor in connection with this Guarantee, (ii) any defense based upon (a) the lack of perfection or failure of priority of any security for the Guaranteed Obligations; (b) any act or omission of any Guaranteed Party that directly or indirectly results in the discharge or release of any Borrower Issuer or any other Person, or any of the obligations subject to this Guarantee or any security therefor; or (c) any other defense of the Borrower Issuer or any other Person with respect to the Guaranteed Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause, (iii) any right (whether now or hereafter existing) to require any Guaranteed Party, as a condition to the enforcement of this Guarantee, to (a) accelerate the Borrower’s Issuer's obligations, (b) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or (c) exhaust any security for the Guaranteed Obligations, (iv) any right to presentment, demand, protest and notice of any kind, including, without limitation, notices of default and notices of acceptance of this Guarantee, (v) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction, and (vi) all other rights and defenses, the assertion or exercise of which would in any way diminish the liability of the Guarantor hereunder.