Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom shall remain obligated under this Section 8.1 notwithstanding that, without any reservation of rights against Viacom, and without notice to or further assent by Viacom, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 or any property subject thereto.
Appears in 8 contracts
Sources: Credit Agreement (Viacom Inc.), Credit Agreement (Viacom Inc), 364 Day Credit Agreement (Viacom Inc)
Amendments, Etc. with respect to the Subsidiary Borrower ObligationsWITH RESPECT TO THE BORROWER OBLIGATIONS. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 7 contracts
Sources: Credit and Guarantee Agreement (Nbty Inc), Guarantee and Collateral Agreement (Anacomp Inc), Credit Agreement (Tenneco Automotive Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom The Company shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, the Company and without notice to or further assent by Viacomthe Company, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative any Agent or any Lender may be rescinded by the Administrative such Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative any Agent or any Lender, and this Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Administrative Agent (or the Majority Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative any Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent, the Collateral Agent nor any Lender or other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 Article 8 or any property subject thereto.
Appears in 7 contracts
Sources: Credit Agreement (El Paso Corp/De), Credit Agreement (Tennessee Gas Pipeline Co), Credit Agreement (Colorado Interstate Gas Co)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom The Company shall remain obligated under this Section 8.1 Guarantee notwithstanding that, without any reservation of rights against Viacom, the Company and without notice to or further assent by Viacomthe Company, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, Obligations or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with Section 9.02, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. released without affecting the Company’s obligations under this Article X. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 or any property subject theretoGuarantee.
Appears in 6 contracts
Sources: Credit Agreement (Tapestry, Inc.), Credit Agreement (Tapestry, Inc.), Credit Agreement (Tapestry, Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) parties thereto may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 6 contracts
Sources: Guarantee and Collateral Agreement (Blackboard Inc), Guarantee and Collateral Agreement (Cheniere Energy Inc), Guarantee and Collateral Agreement (Harland Financial Solutions, Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each --------------------------------------------------------- Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 6 contracts
Sources: Guarantee and Collateral Agreement (Bedding Experts Inc), Guarantee and Collateral Agreement (Grubb & Ellis Co), Guarantee and Collateral Agreement (Nationwide Credit Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Viacom Obligations. Viacom International shall remain obligated under this Section 8.1 8.2 notwithstanding that, without any reservation of rights against ViacomViacom International, and without notice to or further assent by ViacomViacom International, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Viacom Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Viacom Obligations continued, and the Subsidiary Borrower Viacom Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Viacom Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Borrower Viacom Obligations or for the guarantee contained in this Section 8.1 8.2 or any property subject thereto.
Appears in 6 contracts
Sources: Credit Agreement (Viacom Inc), 364 Day Credit Agreement (Viacom Inc), Credit Agreement (Viacom Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom CBS shall remain obligated under this Section 8.1 notwithstanding that, without any reservation of rights against ViacomCBS, and without notice to or further assent by ViacomCBS, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 or any property subject thereto.
Appears in 5 contracts
Sources: Credit Agreement (CBS Corp), Credit Agreement (CBS Corp), Credit Agreement (CBS Corp)
Amendments, Etc. with respect to the Subsidiary Borrower CBS Obligations. Viacom CBS Operations shall remain obligated under this Section 8.1 8.2 notwithstanding that, without any reservation of rights against ViacomCBS Operations, and without notice to or further assent by ViacomCBS Operations, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower CBS Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower CBS Obligations continued, and the Subsidiary Borrower CBS Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower CBS Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Borrower CBS Obligations or for the guarantee contained in this Section 8.1 8.2 or any property subject thereto.
Appears in 5 contracts
Sources: Credit Agreement (CBS Corp), Credit Agreement (CBS Corp), Credit Agreement (CBS Corp)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Administrative Agent (or the requisite Lenders (under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 5 contracts
Sources: Guarantee and Collateral Agreement (Wynn Las Vegas LLC), Guarantee and Collateral Agreement (Wynn Resorts LTD), Guarantee and Collateral Agreement (General Nutrition Companies Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Collateral Agent, the Administrative Agent or any Lender other Secured Party may be rescinded by the Collateral Agent, the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Collateral Agent, the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Collateral Agent or the Administrative Agent (or the Required Lenders (or all Lendersthe applicable Lenders(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, the Administrative Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Collateral Agent, the Administrative Agent nor any Lender and each other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.
Appears in 4 contracts
Sources: First Lien Guarantee and Collateral Agreement (Atkore International Group Inc.), Credit Agreement (Atkore International Group Inc.), Second Lien Term Loan Credit Agreement (RSC Holdings Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, Holdings shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, Holdings and without notice to or further assent by ViacomHoldings, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guarantor Obligations made by the applicable Administrative Agent or any Lender other Guaranteed Creditor may be rescinded by the such Administrative Agent or such Lender, other Guaranteed Creditor and any of the Subsidiary Borrower Guarantor Obligations continued, and the Subsidiary Borrower Guarantor Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the applicable Administrative Agent or any Lenderother Guaranteed Creditor, and this Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the applicable Administrative Agent (or the Required Lenders (or all Lendersthe applicable Lender(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the applicable Collateral Agent, Administrative Agent or any Lender other Guaranteed Creditor for the payment of any of the Subsidiary Borrower Guarantor Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the applicable Collateral Agent, Administrative Agent nor any Lender and each other Guaranteed Creditor shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Guarantor Obligations or for the guarantee contained in this Section 8.1 12 or any property subject thereto, except to the extent required by applicable law.
Appears in 4 contracts
Sources: Credit Agreement (RSC Equipment Rental, Inc.), Credit Agreement (RSC Holdings Inc.), Credit Agreement (RSC Equipment Rental, Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Secured Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Secured Obligations continued, and the Subsidiary Borrower Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this Agreement the Credit Agreement, the other Loan Documents, the Specified Swap Agreements and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all of the Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 4 contracts
Sources: Credit Agreement (Alarm.com Holdings, Inc.), Guarantee and Collateral Agreement (ShoreTel Inc), Credit Agreement (Alarm.com Holdings, Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Collateral Agent, the Administrative Agent or any Lender other Secured Party may be rescinded by the Collateral Agent, the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Collateral Agent, the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Collateral Agent or the Administrative Agent (or the Required Lenders (or all Lendersthe applicable Lender(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, the Administrative Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Collateral Agent, the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.
Appears in 4 contracts
Sources: First Lien Credit Agreement (Us LBM Holdings, Inc.), Second Lien Credit Agreement (Us LBM Holdings, Inc.), Abl Guarantee and Collateral Agreement (Us LBM Holdings, Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Guaranteed Obligations. Viacom Other than as expressly contemplated by Section 3.15 hereof, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Agent or any Lender Guaranteed Party may be rescinded by the Administrative Agent or such Lender, Guaranteed Party and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderGuaranteed Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (Lenders, the Majority Facility Lenders, all affected Lenders, or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Guaranteed Party for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Guaranteed Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 4 contracts
Sources: 5 Year Revolving Credit Agreement (General Motors Co), 5 Year Revolving Credit Agreement (General Motors Financial Company, Inc.), 5 Year Revolving Credit Agreement (General Motors Co)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Creditor may be rescinded by the Administrative Agent or such Lender, Secured Creditor and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Creditor, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Agent (or the Required Lenders (under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Creditor for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Creditor shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 4 contracts
Sources: Guarantee and Collateral Agreement (Earth Biofuels Inc), Guarantee and Collateral Agreement (Earth Biofuels Inc), Guarantee and Collateral Agreement (PNG Ventures Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the applicable Administrative Agent or any Lender other Credit Party to which such Borrower Obligations are owed may be rescinded by the such Administrative Agent or such Lender, Credit Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary such Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the such Administrative Agent or any Lender, such Credit Party and this Agreement the applicable Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (applicable Administrative Agent or all Lendersthe applicable Majority Class Holders, as the case may be) , may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the such Administrative Agent or any Lender such Credit Party for the payment of the Subsidiary such Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the No Administrative Agent nor or any Lender other Credit Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary applicable Borrower Obligations or for the guarantee contained in this Section 8.1 or any property subject thereto.
Appears in 4 contracts
Sources: Credit Agreement (Dex Media, Inc.), Loan Agreement (Supermedia Inc.), Credit Agreement (Dex Media, Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Infinity shall remain obligated under this Section 8.1 Article VIII notwithstanding that, without any reservation of rights against ViacomInfinity, and without notice to or further assent by ViacomInfinity, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 Article VIII or any property subject thereto.
Appears in 4 contracts
Sources: Credit Agreement (Infinity Broadcasting Corp /De/), 364 Day Credit Agreement (Viacom Inc), Credit Agreement (Viacom Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Newco Subordinated Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Newco Subordinated Guarantor and without notice to or further assent by Viacomany Newco Subordinated Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Shared Collateral Agent or any Lender Shared Collateral Secured Party may be rescinded by the Administrative Shared Collateral Agent or such Lender, Shared Collateral Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Shared Collateral Agent or any Lender, Shared Collateral Secured Party and this Agreement the Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Shared Collateral Agent (or all Lendersthe RHDI Administrative Agent, the Dex East Administrative Agent, the Dex West Administrative Agent, the SuperMedia Administrative Agent or the requisite Lenders under the applicable Credit Agreement, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Shared Collateral Agent or any Lender Shared Collateral Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Shared Collateral Agent nor any Lender other Shared Collateral Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 4 contracts
Sources: Credit Agreement (Dex Media, Inc.), Credit Agreement (Dex Media, Inc.), Loan Agreement (Supermedia Inc.)
Amendments, Etc. with respect Respect to the Subsidiary Borrower Obligations; Waiver of Rights. Viacom Subject to Section 8, the obligations of each Guarantor under this Guaranty shall be unconditional and absolute, and without limiting the foregoing, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, (a) any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Guaranteed Party may be rescinded by the Administrative Agent or such Lender, party and any of the Subsidiary Borrower Obligations continued, and (b) the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, settled, waived, surrendered or released by the Administrative Agent or any Lenderother Guaranteed Party or by operation of law, and this Agreement (c) the Credit Agreement, the other Credit Documents and any other documents executed and delivered in connection herewith therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Administrative Agent or any of its Affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented supplemented, extended or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the Administrative Agent or any of its Affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Guaranteed Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Guaranteed Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it (or on its behalf) as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 Guaranty or any property or assets subject thereto. When making any demand hereunder against any Guarantor, the Administrative Agent or any other Guaranteed Party may, but shall be under no obligation to, make a similar demand on the relevant Borrower or any other Guarantor or guarantor (and notwithstanding any provisions of applicable law to the contrary each Guarantor irrevocably waives any right it may have of requiring the Administrative Agent or any Guaranteed Party (or any person on its behalf) to proceed against or enforce any other rights or security or claim payment from a Borrower, any other Guarantor or any other Person before making a demand against such Guarantor under the terms of this Guaranty), and any failure by the Administrative Agent or any other Guaranteed Party to make any such demand or to enforce such security or to collect any payments from any Borrower or any Guarantor or guarantor or any release of a Borrower or any Guarantor or guarantor shall not relieve any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any other Guaranteed Party against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 4 contracts
Sources: Guaranty (Freescale Semiconductor, Ltd.), Guaranty (NXP Semiconductors N.V.), Guaranty (Freescale Semiconductor, Ltd.)
Amendments, Etc. with respect Respect to the Subsidiary Borrower Guaranteed Obligations. Viacom To the fullest extent permitted by applicable law, each Grantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modifiedmodified (including changing the time for payment of the Guaranteed Obligations), accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be be, amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case Collateral Agent may be) may reasonably deem advisable from time to time, and any collateral security, guarantee or right of offset set-off at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 4 contracts
Sources: First Lien Guarantee and Collateral Agreement (SFX Entertainment, INC), Credit Agreement (SFX Entertainment, INC), Guarantee and Collateral Agreement (SFX Entertainment, INC)
Amendments, Etc. with respect Respect to the Subsidiary Borrower Obligations; Waiver of Rights. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacomany Guarantor, and without notice to or further assent by Viacomany Guarantor, (a) any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations and any of the Time Warner Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations and any of the Time Warner Obligations continued, and (b) the Subsidiary Borrower Obligations and/or the Time Warner Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this (c) the Credit Agreement and any other documents executed and delivered in connection herewith Credit Document may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders and (or all Lenders, as the case may bed) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations and/or the Time Warner Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 Guarantee or any property subject thereto.
Appears in 3 contracts
Sources: Credit Agreement (Aol Time Warner Inc), Credit Agreement (Aol Time Warner Inc), Credit Agreement (Aol Time Warner Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.
Appears in 3 contracts
Sources: Credit Agreement (Telex Communications Inc), Guarantee and Collateral Agreement (Telex Communications Inc), Guarantee and Collateral Agreement (Day International Group Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Secured Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Secured Obligations continued, and the Subsidiary Borrower Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this Agreement the Credit Agreement, the other Loan Documents, the Specified Swap Agreements and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or the Required Lenders, all of the Lenders, or any applicable Qualified Counterparty, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 3 contracts
Sources: Guarantee and Collateral Agreement, Credit Agreement (Extreme Networks Inc), Guarantee and Collateral Agreement (Ultra Clean Holdings Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Newco Subordinated Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Newco Subordinated Guarantor and without notice to or further assent by Viacomany Newco Subordinated Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Shared Collateral Agent or any Lender Shared Collateral Secured Party may be rescinded by the Administrative Shared Collateral Agent or such Lender, Shared Collateral Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Shared Collateral Agent or any Lender, Shared Collateral Secured Party and this Agreement the Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Shared Collateral Agent (or all Lendersthe RHDI Administrative Agent, the Dex East Administrative Agent, the Dex West Administrative Agent or the requisite Lenders under the applicable Credit Agreement, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Shared Collateral Agent or any Lender Shared Collateral Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Shared Collateral Agent nor any Lender other Shared Collateral Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 3 contracts
Sources: Credit Agreement (DEX ONE Corp), Credit Agreement (DEX ONE Corp), Credit Agreement (DEX ONE Corp)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Collateral Agent or any Lender Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any LenderSecured Party, and this Agreement the Credit Agreement, the Note Agreements, the Prudential Notes and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 3 contracts
Sources: Guarantee and Collateral Agreement (TBC Corp), Guarantee and Collateral Agreement (TBC Corp), Credit Agreement (TBC Corp)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom The Borrower and each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, the Borrower or any Guarantor and without notice to or further assent by Viacomthe Borrower or any Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations or Guarantor Hedge Agreement Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations or Guarantor Hedge Agreement Obligations continued, and the Subsidiary Borrower Obligations or Guarantor Hedge Agreement Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party (with the consent of such of the Borrower and the Guarantor as shall be required thereunder), and this the Specified Hedge Agreements, the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may (with the consent of such of the Borrower and the Guarantor as shall be required thereunder) deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations or Guarantor Hedge Agreement Obligations may (with the consent of such of the Borrower and the Guarantor as shall be required thereunder) be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall Secured Party shall, except to the extent set forth in, and for the benefit of the parties to, the agreements and instruments governing such Lien or guarantee, have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or Guarantor Hedge Agreement Obligations or for the guarantee guarantees contained in this Section 8.1 2 or any property subject thereto.
Appears in 3 contracts
Sources: Guarantee and Collateral Agreement (Infinity Property & Casualty Corp), Guarantee and Pledge Agreement (Brookdale Senior Living Inc.), Guarantee and Collateral Agreement (Dobson Communications Corp)
Amendments, Etc. with respect to the Subsidiary Borrower Guaranteed Obligations. Viacom Other than as expressly contemplated by Section 3.14 hereof, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Agent or any Lender Guaranteed Party may be rescinded by the Administrative Agent or such Lender, Guaranteed Party and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderGuaranteed Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (Lenders, the Majority Facility Lenders, all affected Lenders, or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Guaranteed Party for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Guaranteed Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 3 contracts
Sources: Revolving Credit Agreement (General Motors Financial Company, Inc.), Revolving Credit Agreement (General Motors Co), Revolving Credit Agreement (General Motors Co)
Amendments, Etc. with respect to the Subsidiary Borrower Guaranteed Obligations. Viacom Other than as expressly contemplated by Section 3.15 hereof, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Agent or any Lender Guaranteed Party may be rescinded by the Administrative Agent or such Lender, Guaranteed Party and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderGuaranteed Party, and this Agreement the Credit Agreement, the other Loan Documents, any Ancillary Facility Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (Lenders, the Majority Facility Lenders, all affected Lenders, or all Lenders, or any Ancillary Lender, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Guaranteed Party for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Guaranteed Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 3 contracts
Sources: Revolving Credit Agreement (General Motors Financial Company, Inc.), 3 Year Revolving Credit Agreement (General Motors Financial Company, Inc.), 3 Year Revolving Credit Agreement (General Motors Financial Company, Inc.)
Amendments, Etc. with respect Respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, increased, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 herein or any property subject thereto.
Appears in 3 contracts
Sources: Asset Based Revolving Credit Agreement (Warrior Met Coal, Inc.), Asset Based Revolving Credit Agreement (Contura Energy, Inc.), Asset Based Revolving Credit Agreement (Contura Energy, Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Collateral Agent or any Lender Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset set-off with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Collateral Agent (or the Majority Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset set-off at any time held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 3 contracts
Sources: Credit Agreement (First Wind Holdings Inc.), Credit Agreement (First Wind Holdings Inc.), Credit Agreement (First Wind Holdings Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Loan Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 3 contracts
Sources: Term Loan Agreement (Eddie Bauer Holdings, Inc.), Guarantee and Collateral Agreement (Eddie Bauer Holdings, Inc.), Guarantee and Collateral Agreement (Eddie Bauer Holdings, Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 3 contracts
Sources: Credit Agreement (Rent a Center Inc De), Guarantee and Collateral Agreement (Rent a Center Inc De), Guarantee and Collateral Agreement (Rent a Center Inc De)
Amendments, Etc. with respect to the Subsidiary Borrower Guaranteed Obligations. Viacom Each Subsidiary Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacomsuch Subsidiary Guarantor, and without notice to or further assent by Viacomany Subsidiary Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, as applicable, and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement Agreement, and any Note and any other documents executed and delivered document in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) any Lender may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien or security interest at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee contained in this Section 8.1 Subsidiary Guarantee or any property subject thereto.
Appears in 3 contracts
Sources: Credit Agreement (Enbridge Energy Partners Lp), Credit Agreement (Midcoast Energy Partners, L.P.), Credit Agreement (Midcoast Energy Partners, L.P.)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, (a) any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent Security Trustee or any Lender other Secured Party may be rescinded by the Administrative Agent Security Trustee or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and (b) the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent Security Trustee or any Lenderother Secured Party, (c) any Credit Agreement and this Agreement any other Credit Documents and any other documents executed and delivered in connection herewith therewith may be amended, restated, amended and restated, modified, supplemented or terminated, in whole or in part, as the Security Trustee (or the “Required Lenders” or all Lenders (or all Lenderseach, as defined in the Credit Agreement), as the case may be) may deem advisable from time to time, in accordance with the terms thereof, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Agent Security Trustee or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent Security Trustee nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.. 4823-9888-3206v7
Appears in 2 contracts
Sources: Guaranty and Collateral Agreement, Guaranty and Collateral Agreement
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lendersthe Required Collateral Release Lenders under the Credit Agreement, or the applicable Lenders(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (VWR International, Inc.), Guarantee and Collateral Agreement (VWR International, Inc.)
Amendments, Etc. with respect to the Subsidiary Obligations; Waiver of Rights. Each Borrower Obligations. Viacom shall remain obligated under this Section 8.1 Article VI notwithstanding that, without any reservation of rights against Viacomsuch Borrower, and without notice to or further assent by Viacomsuch Borrower, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement Agreement, any Notes and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the Majority Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 Agreement or any property subject thereto.. When making any demand hereunder against any Borrower, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar
Appears in 2 contracts
Sources: Revolving Credit and Competitive Advance Facility Agreement (Tennessee Gas Pipeline Co), Revolving Credit and Competitive Advance Facility Agreement (El Paso CGP Co)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) parties thereto may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither Except to the Administrative Agent nor extent required by any Lender non-waivable provisions of the New York UCC, no Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Maxxam Inc), Guarantee and Collateral Agreement (Maxxam Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent, the Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent, the Collateral Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent, the Collateral Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (Lenders, or all Lenders, or all Lenders directly and adversely affected thereby, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset set-off at any time held by the Administrative Agent, the Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent, the Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Credit Agreement (Covetrus, Inc.), Guarantee and Collateral Agreement (Scientific Games Corp)
Amendments, Etc. with respect to the Subsidiary Borrower Issuer Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Issuer Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Issuer Obligations continued, and the Subsidiary Borrower Issuer Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this Agreement the Indenture and the Collateral Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Mortgage Notes Indenture Trustee (or the requisite Holders under the Indenture or all LendersHolders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Issuer Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Issuer Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Wynn Resorts LTD), Guarantee and Collateral Agreement (Wynn Las Vegas LLC)
Amendments, Etc. with respect With Respect to the Subsidiary Borrower Obligations. Viacom Obligations Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Collateral Agent or any Lender Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, extended, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any LenderSecured Party, and this the Securities Amendment and Purchase Agreement and the other Transaction Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Collateral Agent (or the Required Noteholders or all LendersSecured Parties, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 ARTICLE 2 or any property subject thereto.
Appears in 2 contracts
Sources: Security Agreement (HC Innovations, Inc.), Security Agreement (HC Innovations, Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the fullest extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Secured Party, and the Administrative Agent Credit Agreement and the other Loan Documents or any LenderSpecified Hedge Agreements, and this Agreement and any other documents executed and delivered in connection herewith therewith may be amended, modifiedamended and restated, supplemented supplemented, replaced, refinanced, otherwise modified or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all Lenders, as the case may berequisite Secured Parties) may deem reasonably advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.
Appears in 2 contracts
Sources: Credit Agreement (Auxilium Pharmaceuticals Inc), Credit Agreement (Auxilium Pharmaceuticals Inc)
Amendments, Etc. with respect to the Subsidiary any Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Collateral Agent, either Administrative Agent or any Lender may be rescinded by the Collateral Agent, such Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary any Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent, either Administrative Agent or any Lender, and this Agreement the Credit Agreements and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the applicable Administrative Agent (or the applicable Required Lenders (or all applicable Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, either Administrative Agent or any Lender for the payment of the Subsidiary any Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither Subject to the provisions of Section 7.3, neither the Collateral Agent, either Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary any Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Aspen Insurance Holdings LTD), Credit Agreement (Aspen Insurance Holdings LTD)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom The Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacomthe Guarantor, and without notice to or further assent by Viacomthe Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Managing Facility Agent or any Lender Purchaser may be rescinded by the Administrative Managing Facility Agent or such LenderPurchaser, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Managing Facility Agent or any LenderPurchaser, and this Agreement and the Purchase Agreement, the Repurchase Agreement, any other Purchase Document or any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Purchasers (or all Lendersthe Required Purchasers, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Managing Facility Agent or any Lender Purchaser for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Managing Facility Agent nor any Lender Purchaser shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 Guarantee or any property subject thereto.
Appears in 2 contracts
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, restated, amended and restated, modified, supplemented or terminatedterminated (to the extent provided by the terms of the Credit Agreement and the other Loan Documents), in whole or in part, as the Required Lenders Administrative Agent (or the requisite Lenders under the Credit Agreement or all affected Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee Guarantee contained in this Section 8.1 2 or any property Property subject thereto.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (HollyFrontier Corp), Credit Agreement (HollyFrontier Corp)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom The Company shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacomthe Company, and without notice to or further assent by Viacomthe Company, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement Agreement, any other Loan Document and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all the Lenders, as the case may be) , may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in pursuant to this Section 8.1 15 or any property subject thereto.
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (Remington Products Co LLC), Credit and Guarantee Agreement (Remington Products Co LLC)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the U.S. Collateral Agent, the U.S. Administrative Agent or any Lender other Secured Party may be rescinded by the U.S. Collateral Agent, the U.S. Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the U.S. Collateral Agent, the U.S. Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the U.S. Collateral Agent or the U.S. Administrative Agent (or the Required Lenders (or all Lendersthe applicable Lenders(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the U.S. Collateral Agent, the U.S. Administrative Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the U.S. Collateral Agent, the U.S. Administrative Agent nor any Lender and each other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (RSC Equipment Rental, Inc.), u.s. Guarantee and Collateral Agreement (RSC Holdings Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, in accordance with the terms of the Loan Documents be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the terms thereof as the Required Administrative Agent (or the requisite Lenders (under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (GNC Holdings, Inc.), Guarantee and Collateral Agreement (GNC Holdings, Inc.)
Amendments, Etc. with respect to the Subsidiary Obligations of each Designated Borrower. The Borrower Obligations. Viacom shall remain obligated under this Section 8.1 Article X notwithstanding that, without any reservation of rights against Viacomthe Borrower, and without notice to or further assent by Viacomthe Borrower, any demand for payment of or reduction in the principal amount of any of the Subsidiary Obligations of any Designated Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Obligations of such Designated Borrower Obligations continued, and the Subsidiary Borrower ObligationsObligations of such Designated Borrower, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Obligations of such Designated Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Obligations of each Designated Borrower Obligations or for the guarantee contained in this Section 8.1 Article X or any property subject thereto.
Appears in 2 contracts
Sources: Credit Agreement (Ebay Inc), Credit Agreement (Ebay Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Credit Agreement (United Online Inc), Guarantee and Collateral Agreement (Barton Protective Services LLC)
Amendments, Etc. with respect to the Subsidiary Borrower Secured Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Secured Obligations continued, and the Subsidiary Borrower Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this Agreement the Credit Agreement, the other Loan Documents, the Specified Swap Agreements, the Cash Management Agreements and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all of the Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Secured Obligations continued, and the Subsidiary Borrower Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this Agreement the Credit Agreement, the other Loan Documents, the Cash Management Agreements, the Specified Swap Agreements and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all of the Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Credit Agreement (TransMedics Group, Inc.), Guarantee and Collateral Agreement (TransMedics Group, Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the fullest extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents, any Specified Hedge Agreement, any Specified Cash Management Agreement and any other documents executed and delivered in connection herewith therewith may be amended, modifiedrestated, supplemented amended and restated, supplemented, replaced, refinanced, otherwise modified or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all Lenders, as the case may berequisite Secured Parties) may deem reasonably advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law or any Loan Document.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (INC Research Holdings, Inc.), Guarantee and Collateral Agreement (INC Research Holdings, Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Subsidiary Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Subsidiary Guarantor and without notice to or further assent by Viacomany Subsidiary Guarantor, (i) any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Collateral Agent or any Lender Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and (ii) the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any LenderSecured Party, and this in each case, subject to the applicable requirements of the Credit Agreement and the other Loan Documents, (iii) the Credit Agreement, the other Loan Documents or any other documents executed and delivered in connection herewith therewith, subject to the applicable requirements of the Credit Agreement and the other Loan Documents, may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and or (iv) any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 or 2 or, except as provided in Section 7.2 hereof, any property subject thereto.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (B&G Foods, Inc.), Guarantee and Collateral Agreement (B&G Foods, Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (NBC Acquisition Corp), Guarantee and Collateral Agreement (Nebraska Book Co)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Collateral Agent, the Administrative Agent or any Lender other Secured Party may be rescinded by the Collateral Agent, the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Collateral Agent, the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Collateral Agent or the Administrative Agent (or the Required Lenders (or all Lendersthe applicable Lenders(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, the Administrative Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Collateral Agent, the Administrative Agent nor or any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.
Appears in 2 contracts
Sources: u.s. Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Herc Holdings Inc)
Amendments, Etc. with respect Respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Credit Agreement (Business Sound Inc), Guarantee and Collateral Agreement (Business Sound Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Guaranteed Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, Secured Party and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any Lenderother Secured Party, and this Agreement the Credit Agreements, the other Credit Documents, any agreement evidencing or governing External Sharing Debt and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Collateral Agent (or the Administrative Agent, the Required L/C Banks, the Required ESD Banks, the Required Lucent Banks (as such terms are defined in the Credit Agreements), all LendersBanks or any holder of External Sharing Debt Obligations, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Lucent Technologies Inc), Guarantee and Collateral Agreement (Lucent Technologies Inc)
Amendments, Etc. with respect to the Subsidiary Borrower First Priority Term Loan Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower First Priority Term Loan Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower First Priority Term Loan Obligations continued, and the Subsidiary Borrower First Priority Term Loan Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this Agreement and any other documents executed and delivered in connection herewith of the First Priority Term Loan Documents may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may requisite parties thereto deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower First Priority Term Loan Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower First Priority Term Loan Obligations or for the guarantee contained in this Section 8.1 Article XI or any property subject thereto.
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (Calpine Corp), Credit and Guarantee Agreement (Delta Energy Center, LLC)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lenderother Secured Party and any of the Borrower Obligations continued, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lendersand/or such other requisite percentage of the Lenders as is required pursuant to subsection 11.1 of the Credit Agreement, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Sirva Inc), Guarantee and Collateral Agreement (Relocation Management Systems Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the fullest extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent any Secured Party or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Credit Agreement (SWIFT TRANSPORTATION Co), Credit Agreement (Swift Transportation Co)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Credit Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Credit Agreement (Avis Rent a Car Inc), Guarantee (Avis Rent a Car Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Revolving Loan Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Revolving Loan Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Revolving Loan Obligations continued, and the Subsidiary Borrower Revolving Loan Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this Agreement and any other documents executed and delivered in connection herewith of the Revolving Loan Documents may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may requisite parties thereto deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Revolving Loan Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Revolving Loan Obligations or for the guarantee contained in this Section 8.1 Article XI or any property subject thereto.
Appears in 2 contracts
Sources: Credit Agreement (Calpine Corp), Credit Agreement (Delta Energy Center, LLC)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Wynn Resorts shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Other Guarantor and without notice to or further assent by Viacomany such guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Administrative Agent (or the requisite Lenders (under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Parent Guaranty (Wynn Resorts LTD), Parent Guaranty (Valvino Lamore LLC)
Amendments, Etc. with respect to the Subsidiary Borrower Secured Obligations. Viacom To the maximum extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Obligations made by the Administrative Agent, the Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent, the Collateral Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Secured Obligations continued, and the Subsidiary Borrower Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent, the Collateral Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents, and in each case any other documents executed and delivered in connection herewith therewith, may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (Lenders, or all Lenders, or all Lenders directly and adversely affected thereby, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset set-off at any time held by the Administrative Agent, the Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent, the Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Term Loan Guarantee and Collateral Agreement (Revlon Inc /De/), Parent Guarantee Agreement (Revlon Inc /De/)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom The Borrower shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, the Borrower and without notice to or further assent by Viacomthe Borrower, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Avis Budget Group, Inc.), Guarantee and Collateral Agreement (Scotts Miracle-Gro Co)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Collateral Agent (or the Administrative Agent, the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Collateral Agent or such Lenderother Secured Party and any of the Obligations continued, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Collateral Agent (or the Required Lenders (or all Lendersand/or such other requisite percentage of the Lenders as is required pursuant to subsection 10.1 of the Credit Agreement, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Sirva Inc), Guarantee and Collateral Agreement (Sirva Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the fullest extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the requisite Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Adesa California, LLC), Guarantee and Collateral Agreement (Carbuyco, LLC)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, Holdings shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, Holdings and without notice to or further assent by ViacomHoldings, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guarantor Obligations made by the Administrative Agent or any Lender other Guaranteed Creditor may be rescinded by the Administrative Agent or such Lender, other Guaranteed Creditor and any of the Subsidiary Borrower Guarantor Obligations continued, and the Subsidiary Borrower Guarantor Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Administrative Agent or any Lenderother Guaranteed Creditor, and this Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lendersthe applicable Lender(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, Administrative Agent or any Lender other Guaranteed Creditor for the payment of any of the Subsidiary Borrower Guarantor Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Collateral Agent, Administrative Agent nor any Lender and each other Guaranteed Creditor shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Guarantor Obligations or for the guarantee contained in this Section 8.1 11 or any property subject thereto, except to the extent required by applicable law.
Appears in 2 contracts
Sources: Second Lien Term Loan Credit Agreement (RSC Holdings Inc.), Second Lien Term Loan Credit Agreement (RSC Holdings Inc.)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Collateral Agent or any Lender Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any LenderSecured Party, and this Agreement the Credit Agreement, the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Collateral Agent (or the Administrative Agent, the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Credit Agreement (DEX ONE Corp), Credit Agreement (DEX ONE Corp)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations or the Guarantor Hedge Agreement Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations or the Guarantor Hedge Agreement Obligations continued, and the Subsidiary Borrower Obligations or the Guarantor Hedge Agreement Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations or the Guarantor Hedge Agreement Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or the Guarantor Hedge Agreement Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Cinemark Usa Inc /Tx), Guarantee and Collateral Agreement (Cinemark Usa Inc /Tx)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Collateral Agent, the Administrative Agent or any Lender other Secured Party may be rescinded by the Collateral Agent, the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Collateral Agent, the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Collateral Agent or the Administrative Agent (or the Required Lenders (under the Credit Agreement or all Lendersthe applicable Lenders(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, the Administrative Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Collateral Agent, the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.
Appears in 2 contracts
Sources: Credit Agreement (Nci Building Systems Inc), Guarantee and Collateral Agreement (Nci Building Systems Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee Guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminatedterminated (to the extent provided by the terms of the Credit Agreement and the other Loan Documents), in whole or in part, as the Required Administrative Agent (or the requisite Lenders (under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee Guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee Guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Amendments, Etc. with respect to the Subsidiary Borrower Secured Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Obligations made by the Administrative Agent Collateral Trustee or any Lender Secured Party may be rescinded by the Administrative Agent Collateral Trustee or such Lender, Secured Party and any of the Subsidiary Borrower Secured Obligations continued, and the Subsidiary Borrower Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent Collateral Trustee or any LenderSecured Party, and this Agreement and any other documents executed and delivered in connection herewith of the Secured Debt Documents may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may requisite parties thereto deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent Collateral Trustee or any Lender Secured Party for the payment of the Subsidiary Borrower Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent Collateral Trustee nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the fullest extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Digital Television Services of Kansas LLC)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom --------------------------------------------------------------- Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the either Administrative Agent or any Lender may be rescinded by the such Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the relevant Administrative Agent or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as either Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the either Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent Agents nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Amendments, Etc. with respect to the Subsidiary Borrower ObligationsWITH RESPECT TO THE GUARANTEED OBLIGATIONS. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, Secured Party and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any Lenderother Secured Party, and this Agreement the Credit Agreements, the other Credit Documents, any agreement evidencing or governing External Sharing Debt and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Collateral Agent (or the Administrative Agent, the Required Banks, the Required ESD Banks, the Required Lucent Banks (as such terms are defined in the Credit Agreements), all LendersBanks or any holder of External Sharing Debt Obligations, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Lucent Technologies Inc)
Amendments, Etc. with respect Respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 Guaranty notwithstanding that, without any reservation of rights against Viacomany Guarantor, and without notice to or further assent by Viacomany Guarantor, (a) any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be is rescinded by the Administrative Agent or such Lender, and (b) any of the Subsidiary Borrower Obligations is extended, continued, and or modified, or (c) any of the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security therefor or guarantee therefor thereof or right of offset with respect thereto, mayis, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this . The Credit Agreement and any other documents executed and delivered in connection herewith Loan Document may from time to time be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to timein accordance with its terms, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released, all without in any way releasing, diminishing, reducing, impairing or otherwise affecting the obligations of any Guarantor under this Guaranty. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee guarantees contained in this Section 8.1 Guaranty or any property subject thereto. Each Guarantor WAIVES diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Guarantor or the Borrower or any other Obligor with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Obligations or any collateral security therefor or any guarantee or right of offset with respect thereto at any time or from time to time held or purported to be held by the Administrative Agent or any Lender, (b) the legality under any applicable Legal Requirement of repayment by the Borrower or any other Obligor of any of the Obligations or the adoption or application of any Legal Requirement purporting to render any such Obligations null and void, (c) any defense, setoff or counterclaim which may at any time be available to or be asserted by any Guarantor against the Administrative Agent or any Lender, or (d) any other circumstance whatsoever, other than full and final payment when due, (with or without notice to or knowledge of any Guarantor or the Borrower or any other Obligor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any other Obligor for any of the Obligations, or of any Guarantor under this Guaranty, in bankruptcy or in any other instance. The Administrative Agent or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower, any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any Guarantor any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability under this Guaranty and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor.
Appears in 1 contract
Sources: Credit Agreement (Stewart & Stevenson Services Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Parent Guarantor shall remain obligated under this Section 8.1 10 notwithstanding that, without any reservation of rights against Viacomeither Parent Guarantor, and without notice to or further assent by Viacomeither Parent Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement Agreement, any other Loan Document, and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 10 or any property subject thereto.
Appears in 1 contract
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Collateral Agent, the Administrative Agent or any Lender other Secured Party may be rescinded by the Collateral Agent, the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Collateral Agent, the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Collateral Agent or the Administrative Agent (or the Required Lenders (or all Lendersthe applicable Lenders(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, the Administrative Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Collateral Agent, the Administrative Agent nor any Lender and each other Secured Party shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 or any property subject thereto.to
Appears in 1 contract
Amendments, Etc. with respect Respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Collateral Agent, the Administrative Agent or any Lender other Secured Party may be rescinded by the Collateral Agent, the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Collateral Agent, the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Collateral Agent or the Administrative Agent (or the Required Lenders (or all Lendersthe applicable Lender(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, the Administrative Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Collateral Agent, the Administrative Agent nor any Lender and each other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.
Appears in 1 contract
Amendments, Etc. with respect Respect to the Subsidiary Borrower Secured Obligations. Viacom To the maximum extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Obligations made by the Administrative Agent, the Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent, the Collateral Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Secured Obligations continued, and the Subsidiary Borrower Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent, the Collateral Agent or any Lenderother Secured Party, and this the DIP ABL Credit Agreement and the other Loan Documents, any Specified Hedge Agreement or any agreement in respect of any Cash Management Obligations, and in each case any other documents executed and delivered in connection herewith therewith, may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (Lenders, or all Lenders, or all Lenders directly and adversely affected thereby, as the case may be) or the Secured Party that is the counterparty to the relevant Specified Hedge Agreement or agreement in respect of the relevant Cash Management Obligations, as applicable, may deem advisable from time to time, and any collateral security, guarantee or right of offset set-off at any time held by the Administrative Agent, the Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent, the Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Sources: Credit Agreement (Donnelley R H Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom The Borrower shall remain obligated under this Section 8.1 11 notwithstanding that, without any reservation of rights against Viacom, the Borrower and without notice to or further assent by Viacomthe Borrower, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Permitted Borrower's Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Permitted Borrower's Obligations continued, and the Subsidiary Borrower Permitted Borrower's Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and any provision of this Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Permitted Borrower's Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Permitted Borrower's Obligations or for the guarantee contained in this Section 8.1 11 or any property subject thereto.
Appears in 1 contract
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released; it being understood that the guarantee contained in this Section 2 shall be terminated upon the payment and satisfaction in full of the Borrower Obligations and the Obligations of each Guarantor hereunder, the termination of the Commitments and the return and cancellation of all outstanding Letters of Credit. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations or the Working Capital Obligations made by the General Administrative Agent or any Lender may be rescinded by the General Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations or the Working Capital Obligations continued, and the Subsidiary Borrower Obligations or the Working Capital Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the General Administrative Agent or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the General Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the General Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations or the Working Capital Obligations may be sold, exchanged, waived, surrendered or released. Neither the General Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or the Working Capital Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Sources: Credit Agreement (Laidlaw Environmental Services Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom The Parent Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, the Parent Guarantor and without notice to or further assent by Viacomthe Parent Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither Except as required by applicable law, neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Sources: Credit Agreement (Valero L P)
Amendments, Etc. with respect Respect to the Subsidiary Borrower Term Loan Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Term Loan Obligations made by the Administrative Supplemental DIP Collateral Agent or any Lender Investor may be rescinded by the Administrative Supplemental DIP Collateral Agent or such Lender, Investor and any of the Subsidiary Borrower Term Loan Obligations continued, and the Subsidiary Borrower Term Loan Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Supplemental DIP Collateral Agent or any LenderInvestor, and this Agreement and the other Term Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Supplemental DIP Collateral Agent (or all Lenders, as the case may beRequired Investors) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Supplemental DIP Collateral Agent or any Lender Investor for the payment of the Subsidiary Borrower Term Loan Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Supplemental DIP Collateral Agent nor any Lender Investor shall as a condition to any Guarantor's liability hereunder have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Term Loan Obligations or for the guarantee contained in this Section 8.1 10 or any property subject thereto.
Appears in 1 contract
Sources: Supplemental Post Petition Credit Agreement (Mississippi Chemical Corp /MS/)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom The Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, the Guarantor and without notice to or further assent by Viacomthe Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, part be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all Lendersappropriate Secured Parties, as the case may be, in accordance with the Credit Agreement) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or releasedreleased in accordance with the terms of the Credit Agreement. Neither the Administrative Agent nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 or any property subject thereto.
Appears in 1 contract
Sources: Guarantee (Lin Television Corp)
Amendments, Etc. with respect to the Subsidiary Borrower Guaranteed Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, Secured Party and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any Lenderother Secured Party, and this Agreement the Credit Agreements, the other Loan Documents, any agreement evidencing or governing External Sharing Debt and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Collateral Agent (or the Administrative Agent, the Required Lenders, all LendersLenders or any holder of External Sharing Debt Obligations, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Lucent Technologies Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent, the Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent, the Collateral Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent, the Collateral Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (Lenders, or all Lenders, or all Lenders directly affected thereby, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset set-off at any time held by the Administrative Agent, the Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent, the Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom ---------------------------------------------------------- Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Reliant Building Products Inc)
Amendments, Etc. with respect to the Subsidiary Borrower Obligations and the SS/L Obligations. Viacom Each Guarantor and the Borrower shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor or the Borrower and without notice to or further assent by Viacomany Guarantor or the Borrower, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations or the SS/L Obligations made by the Administrative Agent or any Lender Bank may be rescinded by the Administrative Agent or such Lender, Bank and any of the Subsidiary Borrower Obligations or the SS/L Obligations continued, and the Subsidiary Borrower Obligations or the SS/L Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderBank, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or, pursuant to the respective terms of the Credit Agreement and the other Loan Documents, the Required Lenders (Banks or all LendersBanks, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Bank for the payment of the Subsidiary Borrower Obligations or the SS/L Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender Bank shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or the SS/L Obligations or for the guarantee guarantees contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Sources: Credit and Participation Agreement (Loral Space & Communications LTD)
Amendments, Etc. with respect Respect to the Subsidiary Borrower Guaranteed Obligations. Viacom To the fullest extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Agent or any Lender may be other Secured Party is or has been rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents, any other documents executed and delivered in connection herewith therewith, any Swap Agreement and any agreement giving rise to Cash Management Obligations may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be, or, solely in the case of any Swap Agreement or any agreement giving rise to Cash Management Obligations, the applicable Hedge Bank or Cash Management Bank) may deem reasonably advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee guarantees contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Sources: Cross Guarantee Agreement
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Credit Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.
Appears in 1 contract
Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith or therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 10 or any property subject thereto.
Appears in 1 contract
Sources: Credit and Guarantee Agreement
Amendments, Etc. with respect to the Subsidiary Borrower ObligationsWITH RESPECT TO THE SUBSIDIARY BORROWER OBLIGATIONS. Viacom shall remain obligated under this Section 8.1 notwithstanding that, without any reservation of rights against Viacom, and without notice to or further assent by Viacom, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 or any property subject thereto.
Appears in 1 contract
Amendments, Etc. with respect to the Subsidiary Borrower Secured Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Secured Obligations continued, and the Subsidiary Borrower Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this Agreement the Credit Agreement, the other Loan Documents, the Specified Swap Agreements, Cash Management Services and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all of the Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.
Appears in 1 contract
Sources: Credit Agreement (Hortonworks, Inc.)