Common use of Absolute, etc Clause in Contracts

Absolute, etc. This Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable obligation, and shall remain in full force and effect until all Secured Obligations have been paid in full and all obligations of Grantors hereunder shall have been paid in full. The liability of Grantors under this Agreement shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the D&O Credit Agreements or any other document delivered in connection therewith (the "D&O Documents"); (b) the failure of any D&O Administrative Agent or D&O Bank: (i) to assert any claim or demand or to enforce any right or remedy against any D&O Borrower or any other Person under the provisions of any D & O Credit Agreement, any other D&O Document or otherwise; or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations; (d) any reduction, limitation, impairment or termination of the Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Grantors hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Secured Obligations; (e) any amendment to, rescission, waiver, or other modification of, or any consent to any departure from, any of the terms of any D&O Credit Agreement or any other D&O Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to any departure from, any other guaranty held by any D&O Administrative Agent or D&O Bank or any other holder of the Secured Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a D&O Borrower, any surety or any guarantor.

Appears in 2 contracts

Sources: Guaranty (Conseco Inc), Guaranty (Conseco Inc)

Absolute, etc. This Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable obligation, and shall remain in full force and effect until all Secured Obligations have been paid in full and all obligations of Grantors the Grantor hereunder shall have been paid in full. The liability of Grantors the Grantor under this Agreement shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the D&O Credit Agreements Agreement or any other document delivered in connection therewith (the "D&O Loan Documents"); (b) the failure of any D&O the Administrative Agent or D&O any Bank: (i) to assert any claim or demand or to enforce any right or remedy against any D&O Borrower or any other Person under the provisions of any D & O the Credit Agreement, any other D&O Loan Document or otherwise; or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations; (d) any reduction, limitation, impairment or termination of the Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Grantors Grantor hereby waive waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Secured Obligations; (e) any amendment to, rescission, waiver, or other modification of, or any consent to any departure from, any of the terms of any D&O the Credit Agreement or any other D&O Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to any departure from, any other guaranty held by any D&O Administrative the Agent or D&O any Bank or any other holder of the Secured Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a D&O Borrower, any surety or any guarantor.

Appears in 1 contract

Sources: Cash Collateral Pledge Agreement (Conseco Inc)