Common use of Absolute and Unconditional Clause in Contracts

Absolute and Unconditional. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any Guaranteed Amounts and notice of or proof of reliance by the Administrative Agent and the Lenders upon this Guarantee or acceptance of this Guarantee; the Guaranteed Amounts, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings relating to any Guaranteed Amounts between the Borrower or the Guarantor, on the one hand, and the Lenders and the Administrative Agent, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or the Guarantor with respect to the Guaranteed Amounts. Except as otherwise provided in Section 1(d), this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment to the extent provided herein without regard to any circumstance whatsoever (with or without notice to or knowledge of the Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Guaranteed Amounts, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. Except as otherwise provided in Section 1(d), this Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders and respective successors, indorsees, transferees and assigns, until all Obligations shall have been satisfied by payment in full.

Absolute and Unconditional. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any Guaranteed Amounts of the Obligations and notice of or proof of reliance by the Administrative Agent and the Lenders Agent, any Other Representative or any Lender upon this Guarantee or acceptance of this Guarantee; the Guaranteed AmountsObligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings relating to any Guaranteed Amounts between the Borrower or the Guarantor, on the one hand, and the Lenders Administrative Agent, the Other Representatives and the Administrative AgentLenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or the Guarantor with respect to the Guaranteed AmountsObligations. Except as otherwise provided in Section 1(d)To the extent permitted by law, this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment to the extent provided herein without regard to (a) the validity or enforceability of the Credit Agreement, any Note, or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any Other Representative or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower against the Administrative Agent, any Other Representative or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the Guarantor) (other than payment in full of the Obligations) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Guaranteed AmountsObligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. Except as otherwise provided in Section 1(d), this Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders and respective successors, indorsees, transferees and assigns, until all Obligations shall have been satisfied by payment in full.of

Absolute and Unconditional. The (a) Guarantor waives any and all notice of the creation, renewal, extension or accrual of any Guaranteed Amounts of the Obligations and notice of or proof of reliance by the Administrative Agent and the Lenders Bank upon this Guarantee or the acceptance of this Guarantee; the Guaranteed Amounts. The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; . All dealings between any of the Covered BSC Entities and all dealings relating to any Guaranteed Amounts between the Borrower or the Guarantor, on the one hand, and the Lenders and the Administrative AgentBank, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The . (b) Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Borrower Covered BSC Entities or the Guarantor with respect to the Guaranteed Amounts. Except as otherwise provided Obligations. (c) Guarantor understands and agrees that the guarantee contained in Section 1(d), this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment to the extent provided herein without regard to (i) the genuineness, validity, regularity, discharge, release or enforceability of any instrument or document evidencing any of the Obligations, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Bank, or Guarantor’s obligations hereunder, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any of the Covered BSC Entities or any other person against the Bank, (iii) whether any or all Obligations, at any particular time, shall have been paid in full, or (iv) any other circumstance whatsoever (with or without notice to or knowledge of any of the Borrower Covered BSC Entities or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrower Covered BSC Entities for any of the Guaranteed AmountsObligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. Except . (d) This Guarantee is a guarantee of payment and not collection, and when making any demand hereunder or otherwise pursuing its rights and remedies hereunder against Guarantor, the Bank may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of the Covered BSC Entities or any other person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto (except as otherwise provided expressly set forth in Section 1(d2(a) herein), this Guarantee and any failure by the Bank to make any such demand, to pursue such other rights or remedies or to collect any payments from any of the Covered BSC Entities or any other person or guarantee or to exercise any such right of offset, or any release of any of the Covered BSC Entities or any other person guarantee or right of offset, shall remain in full force and effect and be binding in accordance with and to the extent not relieve Guarantor of its terms upon the Guarantor and its successors and assigns thereofany obligation or liability hereunder, and shall inure not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Bank against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. (e) The Bank shall not by any act (except in writing as provided herein), delay, indulgence, omission or otherwise, be deemed to have waived any right or remedy herein or to have acquiesced in any default under the Obligations or hereunder. No failure of the Bank to exercise, and no delay by the Bank in exercising, any right, remedy, privilege or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Bank of any right, remedy, privilege or power hereunder preclude any other or future exercise thereof or the exercise of any other right, remedy, privilege or power. A waiver by the Bank of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Bank would otherwise have on any future occasion. (f) Each and every right, remedy, privilege and power provided herein to the benefit Bank or allowed it by law or other agreement shall be cumulative and not exclusive of any other right, remedy, privilege or power, and may be exercised by the Bank singly or concurrently at any time and from time to time. (g) Until payment in full of the Administrative Agent and the Lenders and respective successorsObligations, indorsees, transferees and assigns, until all Obligations Guarantor’s liability hereunder shall have been satisfied by payment in fullnot be released.