Common use of Waiver by Holdings Clause in Contracts

Waiver by Holdings. Holdings waives any and all notice of the creation, renewal, extension or accrual of the Obligations and notice of or proof of reliance by the Administrative Agent, the Issuing Lender and the Lenders upon the guarantee contained in this Section 11 or acceptance of the guarantee contained in this Section 11, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted, continued or incurred in reliance upon the guarantee contained in this Section 11, and all dealings between Holdings and the Administrative Agent, the Issuing Lender or the Lenders shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 11. Holdings waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or Holdings with respect to any Obligations. This guarantee shall be construed as a continuing absolute and unconditional guarantee of payment without regard to the validity, regularity or enforceability of the Credit Agreement, any Note or any other Loan Document, including, without limitation, any Letter of Credit Application or any collateral security or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, the Issuing Lender or the Lenders and without regard to any defense, setoff or counterclaim which may at any time be available to or be asserted by the Borrower against the Administrative Agent, the Issuing Lender, the Lenders or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or Holdings) which constitutes, or might be construed to constitute, an equitable or legal 116 111 discharge of the Borrower for any of its Obligations, or of Holdings under the guarantee contained in this Section 11 in bankruptcy or in any other instance, and the obligations and liabilities of Holdings hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent, the Issuing Lender or the Lenders or any other Person at any time of any right or remedy against the Borrower or against any other Person which may be or become liable in respect of any Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. The guarantee contained in this Section 11 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Holdings and the successors and assigns thereof, and shall inure to the benefit of the Lenders and their successors, indorsees, transferees and assigns, until the Obligations shall have been paid in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations.

Waiver by Holdings. Holdings waives the benefits of division and discussion and any and all notice of the creation, renewal, extension or accrual of the Obligations and notice of or proof of reliance by the Administrative AgentAgents, the Issuing Lender and Lenders, or the Lenders upon the guarantee contained in this Section 11 or acceptance of the guarantee 128 122 contained in this Section 11, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted, continued or incurred in reliance upon the guarantee contained in this Section 11, and all dealings between Holdings and the Administrative AgentAgents, the Issuing Lender Lenders, or the Lenders shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 11. Holdings waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Specified Borrower or Holdings with respect to any Specified Obligations. This guarantee shall be construed as a continuing absolute and unconditional guarantee of payment without regard to the validity, regularity or enforceability of the Credit this Agreement, any Note or any other Loan Document, including, without limitation, any Letter of Credit Application or any collateral security or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Administrative any Agent, the any Issuing Lender, or any Lender or the Lenders and without regard to any defense, setoff or counterclaim which may at any time be available to or be asserted by the any Borrower against the Administrative any Agent, the any Issuing Lender, the Lenders or any Lender, or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or Holdings) which constitutes, or might be construed to constitute, an equitable or legal 116 111 discharge of the any Borrower for any of its Obligations, or of Holdings under the guarantee contained in this Section 11 in bankruptcy or in any other instance, and the obligations and liabilities of Holdings hereunder shall not be conditioned or contingent upon the pursuit by the Administrative any Agent, the any Issuing Lender or the Lenders any Lender or any other Person at any time of any right or remedy against the any Borrower or against any other Person which may be or become liable in respect of any Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. The guarantee contained in this Section 11 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Holdings and the successors and assigns thereof, and shall inure to the benefit of the Lenders and their successors, indorsees, transferees and assigns, until the Obligations shall have been paid satisfied in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the any Borrower may be free from any Obligations.

Waiver by Holdings. Holdings waives the benefits of division and discussion and any and all notice of the creation, renewal, extension or accrual of the Obligations and notice of or proof of reliance by the Administrative AgentAgents, the Issuing Lender and Lender, or the Lenders upon the guarantee contained in this Section 11 16 or acceptance of the guarantee contained in this Section 1116, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted, continued or incurred in reliance upon the guarantee contained in this Section 1116, and all dealings between Holdings and the Administrative AgentAgents, the Issuing Lender Lender, or the Lenders shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 1116. Holdings waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the any Borrower or Holdings with respect to any Obligations. This guarantee shall be construed as a continuing absolute and unconditional 121 guarantee of payment without regard to the validity, regularity or enforceability of the Credit this Agreement, any Note or any other Loan Document, including, without limitation, any Letter of Credit Application or any collateral security or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Administrative any Agent, the Issuing Lender, or any Lender or the Lenders and without regard to any defense, setoff or counterclaim which may at any time be available to or be asserted by the any Borrower against the Administrative any Agent, the Issuing Lender, the Lenders or any Lender, or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or Holdings) which constitutes, or might be construed to constitute, an equitable or legal 116 111 discharge of the any Borrower for any of its Obligations, or of Holdings under the guarantee contained in this Section 11 16 in bankruptcy or in any other instance, and the obligations and liabilities of Holdings hereunder shall not be conditioned or contingent upon the pursuit by the Administrative any Agent, the Issuing Lender or the Lenders any Lender or any other Person at any time of any right or remedy against the any Borrower or against any other Person which may be or become liable in respect of any Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. The guarantee contained in this Section 11 16 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Holdings and the successors and assigns thereof, and shall inure to the benefit of the Lenders and their successors, indorsees, transferees and assigns, until the Obligations shall have been paid satisfied in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the any Borrower may be free from any Obligations.

Waiver by Holdings. Holdings waives any and all notice of the creation, renewal, extension or accrual of the Obligations and notice of or proof of reliance by the Administrative Agent, the Issuing Lender and the Lenders upon the guarantee contained in this Section Article 11 or acceptance of the guarantee contained in this Section Article 11, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted, continued or incurred in reliance upon the guarantee contained in this Section Article 11, and all dealings between Holdings and the Administrative Agent, the Issuing Lender or the Lenders shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section Article 11. Holdings waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or Holdings with respect to any Obligations. This guarantee shall be construed as a continuing absolute and unconditional guarantee of payment without regard to the validity, regularity or enforceability of the Credit Agreement, any Note or any other Loan Document, including, without limitation, any Letter of Credit Application or any collateral security or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, the Issuing Lender or the Lenders and without regard to any defense, setoff set-off or counterclaim which may at any time be available to or be asserted by the Borrower against the Administrative Agent, the Issuing Lender, the Lenders or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or Holdings) which constitutes, or might be construed to constitute, an equitable or legal 116 111 discharge of the Borrower for any of its Obligations, or of Holdings under the guarantee contained in this Section Article 11 in bankruptcy or in any other instance, and the obligations and liabilities of Holdings hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent, the Issuing Lender or the Lenders or any other Person at any time of any right or remedy against the Borrower or against any other Person which may be or become liable in respect of any Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. The guarantee contained in this Section Article 11 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Holdings and the successors and assigns thereof, and shall inure to the benefit of the Lenders and their successors, indorsees, transferees and assigns, until the Obligations shall have been paid in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations.

Waiver by Holdings. Holdings waives the benefits of division and discussion and any and all notice of the creation, renewal, extension or accrual of the Obligations and notice of or proof of reliance by the Administrative AgentAgents, the Issuing Lender and Lenders, or the Lenders upon the guarantee contained in this Section 11 or acceptance of the guarantee contained in this Section 11, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted, continued or incurred in reliance upon the guarantee contained in this Section 11, and all dealings between Holdings and the Administrative AgentAgents, the Issuing Lender Lenders, or the Lenders shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 11. Holdings waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Specified Borrower or Holdings with respect to any Specified Obligations. This guarantee shall be construed as a continuing absolute and unconditional guarantee of payment without regard to the validity, regularity or enforceability of the Credit this Agreement, any Note or any other Loan Document, including, without limitation, any Letter of Credit Application or any collateral security or guarantee therefor or right of offset with respect thereto at any time or from 121 115 time to time held by the Administrative any Agent, the any Issuing Lender, or any Lender or the Lenders and without regard to any defense, setoff or counterclaim which may at any time be available to or be asserted by the any Borrower against the Administrative any Agent, the any Issuing Lender, the Lenders or any Lender, or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or Holdings) which constitutes, or might be construed to constitute, an equitable or legal 116 111 discharge of the any Borrower for any of its Obligations, or of Holdings under the guarantee contained in this Section 11 in bankruptcy or in any other instance, and the obligations and liabilities of Holdings hereunder shall not be conditioned or contingent upon the pursuit by the Administrative any Agent, the any Issuing Lender or the Lenders any Lender or any other Person at any time of any right or remedy against the any Borrower or against any other Person which may be or become liable in respect of any Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. The guarantee contained in this Section 11 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Holdings and the successors and assigns thereof, and shall inure to the benefit of the Lenders and their successors, indorsees, transferees and assigns, until the Obligations shall have been paid satisfied in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the any Borrower may be free from any Obligations.

Waiver by Holdings. Holdings waives the benefits of division and discussion and any and all notice of the creation, renewal, extension or accrual of the Obligations and notice of or proof of reliance by the Administrative AgentAgents, the Issuing Lender and Lender, or the Lenders upon the guarantee contained in this Section 11 14 or acceptance of the guarantee contained in this Section 1114, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted, continued or incurred in reliance upon the guarantee contained in this Section 1114, and all dealings between Holdings and the Administrative AgentAgents, the Issuing Lender Lender, or the Lenders shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 1114. Holdings waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or Holdings with respect to any Obligations. This guarantee shall be construed as a continuing absolute and unconditional guarantee of payment without regard to the validity, regularity or enforceability of the Credit this Agreement, any Note or any other Loan Document, including, without limitation, any Letter of Credit Application or any collateral security or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Administrative any Agent, the Issuing Lender, or any Lender or the Lenders and without regard to any defense, setoff or counterclaim which may at any time be available to or be asserted by the Borrower against the Administrative any Agent, the Issuing Lender, the Lenders or any Lender, or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or Holdings) which constitutes, or might be construed to constitute, an equitable or legal 116 111 discharge of the Borrower for any of its Obligations, or of Holdings under the guarantee contained in this Section 11 14 in bankruptcy or in any other instance, and the obligations and liabilities of Holdings hereunder shall not be conditioned or contingent upon the pursuit by the Administrative any Agent, the Issuing Lender or the Lenders any Lender or any other Person at any time of any right or remedy against the Borrower or against any other Person which may be or become liable in respect of any Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. The guarantee contained in this Section 11 14 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Holdings and the successors and assigns thereof, and shall inure to the benefit of the Lenders and their successors, indorsees, transferees and assigns, until the Obligations shall have been paid satisfied in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations.