Common use of Guaranty Absolute, etc Clause in Contracts

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of the Canadian Borrower have been paid in full in cash or cash collateralization in full, all obligations of the Guarantor hereunder shall have been paid in full in cash or cash collateralization in full, all Canadian Letters of Credit have been terminated or expired, all Rate Protection Agreements in respect of Canadian Commitments have been terminated and all Canadian Commitments shall have terminated. The Guarantor guarantees that the Obligations of the Canadian Borrower will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Canadian Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Canadian Note or any other Loan Document or any other instrument or document relating to any thereof; (b) the failure of any Secured Party or any holder of any Canadian Note (i) to assert any claim or demand or to enforce any right or remedy against the Canadian Borrower or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Canadian Note, any other Loan Document, any other instrument or document relating to any thereof or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of the Canadian Borrower; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the Canadian Borrower, or any other extension, compromise or renewal of any Obligation of the Canadian Borrower; (d) any reduction, limitation, impairment or termination of any Obligations of the Canadian Borrower for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of the Canadian Borrower or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Canadian Note or any other Loan Document or any other instrument or document relating to any thereof; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Canadian Note securing any of the Obligations of the Canadian Borrower; or (g) any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the Obligations of the Canadian Borrower) available to, or a legal or equitable discharge of, the Canadian Borrower, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of the Canadian Borrower and each other Canadian Facility Obligor have been paid in full in cash or cash collateralization collateralized in full, all obligations of the Guarantor hereunder shall have been paid in full in cash or cash collateralization collateralized in full, all Canadian Letters of Credit have been terminated or expired, all Rate Protection Agreements entered into pursuant to the Credit Agreement in respect of the Canadian Commitments Facility have been terminated and all Canadian Commitments shall have terminated. The Guarantor guarantees that the Obligations of the Canadian Borrower each Guaranteed Party will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Canadian Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Canadian Note or any other Loan Document or any other instrument or document relating to any thereof; (b) the failure of any Secured Party or any holder of any Canadian NoteParty (i) to assert any claim or demand or to enforce any right or remedy against the Canadian Borrower any Guaranteed Party or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Canadian Note, any other Loan Document, any other instrument or document relating to any thereof or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of the Canadian BorrowerBorrower or any other Guaranteed Party; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the Canadian Borrowerany Guaranteed Party, or any other extension, compromise or renewal of any Obligation of the Canadian Borrowerany Guaranteed Party; (d) any reduction, limitation, impairment or termination of any Obligations of the Canadian Borrower any Guaranteed Party for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of the Canadian Borrower any Guaranteed Party or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Canadian Note Note, or any other Loan Document or any other instrument or document relating to any thereof; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Canadian Note securing any of the Obligations of the Canadian Borrowerany Guaranteed Party; or (g) any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the Obligations of the Canadian Borrowerany Guaranteed Party) available to, or a legal or equitable discharge of, the Canadian Borrowerany Guaranteed Party, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty The guaranty set forth in this Section 11 shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of paymentpayment and performance, and shall remain in full force and effect until all Canadian Obligations of the Canadian Borrower under this Agreement and each other Loan Document have been paid in full in cash or cash collateralization in full, and all obligations of the U.S. Borrower Guarantor hereunder under the guaranty set forth in this Section 11 shall have been paid in full in cash or cash collateralization in full, all Canadian Letters of Credit have been terminated or expired, all Rate Protection Agreements in respect of Canadian Commitments have been terminated and all Canadian Commitments shall have terminatedcash. The U.S. Borrower Guarantor guarantees that the Obligations monetary obligations of the Canadian Borrower and each other Canadian Loan Party under this Agreement and each other Loan Document, as the case may be, will be paid strictly in accordance with the terms of the Credit this Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Canadian Note with respect thereto. The liability of the U.S. Borrower Guarantor under the guaranty set forth in this Guaranty Section 11 shall be absolute, unconditional and irrevocable irrespective of: (ai) any lack of validity, legality or enforceability of the Credit this Agreement, any Canadian Note or any other Loan Document or any other instrument or document relating to any thereofDocument; (bii) the failure of any Secured Party or any holder of any Canadian Note Note (iA) to assert any claim or demand or to enforce any right or remedy against the Canadian Borrower Borrower, any other Canadian Loan Party or any other Person (including any other guarantor (including the U.S. Borrower Guarantor)) under the provisions of the Credit this Agreement, any Canadian Note, any other Loan Document, any other instrument or document relating to any thereof Document or otherwise, or or (iiB) to exercise any right or remedy against any other guarantor (including the U.S. Borrower Guarantor) of, or collateral securing, any Obligations obligations of the Canadian BorrowerBorrower or any other Canadian Loan Party under this Agreement or any other Loan Document; (ciii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations obligations of the Canadian BorrowerBorrower or any other Canadian Loan Party (other than the U.S. Borrower Guarantor) under this Agreement or any other Loan Document, or any other extension, compromise or renewal of any Obligation such obligation of the Canadian BorrowerBorrower or any other Canadian Loan Party (other than the U.S. Borrower Guarantor); (div) any reduction, limitation, impairment or termination of any Obligations obligations of the Canadian Borrower under this Agreement or any other Loan Document for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the U.S. Borrower Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations such obligations of the Canadian Borrower or otherwise; (ev) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit this Agreement, any Canadian Note or any other Loan Document or any other instrument or document relating to any thereofDocument; (fvi) any addition, exchange, release, surrender or non-non perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Canadian Note securing any of the Obligations obligations of the Canadian BorrowerBorrower under this Agreement or any other Loan Document; or (gvii) any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the Obligations of the Canadian Borrower) available to, or a legal or equitable discharge of, the Canadian Borrower, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of the Canadian Borrower have been paid in full in cash or cash collateralization in full, all obligations of the Guarantor hereunder shall have been paid in full in cash or cash collateralization in full, all Canadian Letters of Credit have been terminated or expired, all Rate Protection Agreements in respect of the Canadian Commitments have been terminated and all Canadian Commitments shall have terminated. The Guarantor guarantees that the Obligations of the Canadian Borrower will be paid strictly in accordance with the terms; PROVIDED, HOWEVER, that in the event of any sale of the capital stock of the Guarantor to the extent permitted by Section 9.2.11 of the Credit Agreement and to the extent that, after giving effect to such sale, the Guarantor is no longer a Subsidiary of the Canadian Borrower, the Guarantor and each Guarantor that is a Subsidiary of the Guarantor shall be deemed automatically discharged and released from this Guaranty without any consent or other action by the Canadian Borrower or any Secured Party or any other Person and this Guaranty shall, as to each the Guarantor, be automatically terminated and of no further force and effect, and the Canadian Agent will, at the request of the Canadian Borrower or of the Guarantor and at the Guarantor's sole cost and expense, execute and deliver such documents (without recourse and without representation or warranty) as the Guarantor may reasonably request to evidence such release. The Guarantor guarantees that the Obligations of the Canadian Borrower will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they ariseDocument, as the case may be, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Canadian Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Canadian Note or any other Loan Document or any other instrument or document relating to any thereof; (b) the failure of any Secured Party or any holder of any Canadian Note (i) to assert any claim or demand or to enforce any right or remedy against the Canadian Borrower or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Canadian Note, any other Loan Document, any other instrument or document relating to any thereof or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of the Canadian Borrower; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the Canadian Borrower, or any other extension, compromise or renewal of any Obligation of the Canadian Borrower; (d) any reduction, limitation, impairment or termination of any Obligations of the Canadian Borrower for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of the Canadian Borrower or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Canadian Note or any other Loan Document or any other instrument or document relating to any thereof; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Canadian Note securing any of the Obligations of the Canadian Borrower; or (g) any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the Obligations of the Canadian BorrowerObligations) available to, or a legal or equitable discharge of, the Canadian Borrower, any surety or any guarantor.