Common use of Guaranty Absolute and Unconditional Clause in Contracts

Guaranty Absolute and Unconditional. Holdings waives any and all ----------------------------------- notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon this Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings between Holdings, on the one hand, and the Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. Holdings waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower and Holdings with respect to the Obligations, and without limitation of the foregoing, specifically waives the benefits of Sections 26-7 through 26-9, inclusive, of the General Statutes of North Carolina, and Sections 49-25 and 49-26 of the Code of Virginia, each as amended from time to time, and any similar statute or law of any other jurisdiction, as the same may be amended from time to time. This Article IX shall be construed as a continuing, absolute and unconditional guaranty of payment and not of collection and Holdings hereby waives any defenses that it may now have or in the future may have, or are deemed to have, without regard to (a) the validity, regularity or enforceability of this Agreement, any other Credit Document, any of the Obligations or any other collateral or other security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Agent or any Lender, (c) any discharge, modification, settlement, compromise or other action in respect of any Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or the subordination of the same to the payment of any other obligations, or (d) any other circumstance whatsoever (with or without notice to or knowledge of Holdings or the Borrower) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of Holdings under this Article IX, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Holdings, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral or other security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral or other security or guarantee or to exercise any such right of offset, or any release of any of the Borrower or any such other Person or of any such collateral or other security, guarantee or right of offset, shall not relieve Holdings of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against Holdings. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Holdings and its respective successors and assigns, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of Holdings under this Agreement shall have been satisfied by payment in full and the Commitments shall have been terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations.

Guaranty Absolute and Unconditional. Holdings waives any and all ----------------------------------- notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon this Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings between Holdings, on the one hand, and the Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. Holdings waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower and Holdings with respect to the Obligations, and without limitation of the foregoing, specifically waives the benefits of Sections 26-7 through 26-9, inclusive, of the General Statutes of North Carolina, and Sections 49-25 and 49-26 of the Code of Virginia, each as amended from time to time, and any similar statute or law of any other jurisdiction, as the same may be amended from time to time. This Article IX shall be construed as a continuing, absolute and unconditional guaranty of payment and not of collection and Holdings hereby waives any defenses that it may now have or in the future may have, or are deemed to have, without regard to (a) the validity, regularity or enforceability of this Agreement, any other Credit Document, any of the Obligations or any other collateral or other security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Agent or any Lender, (c) any discharge, modification, settlement, compromise or other action in respect of any Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or the subordination of the same to the payment of any other obligations, or (d) any other circumstance whatsoever (with or without notice to or knowledge of Holdings or the Borrower) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of Holdings under this Article IX, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Holdings, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral or other security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral or other security or guarantee or to exercise any such right of offset, or any release of any of the Borrower or any such other Person or of any such collateral or other security, guarantee or right of offset, shall not relieve Holdings of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against Holdings. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Holdings and its respective successors and assigns, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of Holdings under this Agreement shall have been satisfied by payment in full and the Commitments shall have been terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations.

Guaranty Absolute and Unconditional. Holdings waives The Guarantors waive any and all ----------------------------------- notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon this Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings between Holdingsthe Guarantors, on the one hand, and the Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. Holdings waives The Guarantors waive diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Guarantors and the Borrower and Holdings with respect to the Obligations, and without limitation of the foregoing, specifically waives waive the benefits of Sections 26-7 through 26-9, inclusive, of the General Statutes of North Carolina, and Sections 49-25 and 49-26 of the Code of Virginia, each as amended from time to time, and any similar statute or law of any other jurisdiction, as the same may be amended from time to time. This Article IX shall be construed as a continuing, absolute and unconditional guaranty of payment and not of collection and Holdings the Guarantors hereby waives waive any defenses that it they may now have or in the future may have, or are deemed to have, without regard to (a) the validity, regularity or enforceability of this Agreement, any other Credit Document, any of the Obligations or any other collateral Collateral or other security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Agent or any Lender, (c) any discharge, modification, settlement, compromise or other action in respect of any Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or the subordination of the same to the payment of any other obligations, or (d) any other circumstance whatsoever (with or without notice to or knowledge of Holdings the Guarantors or the Borrower) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of Holdings the Guarantors under this Article IX, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Holdingsthe Guarantors, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral or other security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral or other security or guarantee or to exercise any such right of offset, or any release of any of the Borrower or any such other Person or of any such collateral Collateral or other security, guarantee or right of offset, shall not relieve Holdings the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against Holdingsthe Guarantors. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Holdings the Guarantors and its their respective successors and assigns, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of Holdings the Guarantors under this Agreement shall have been satisfied by payment in full and the Commitments shall have been terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations.