Common use of Unconditional Liability Clause in Contracts

Unconditional Liability. The liability of Guarantor shall. not be released, diminished, impaired, reduced or adversely affected by the invalidity, illegality or unenforceability of all or part of the Loan, or any document or agreement executed in connection with the Loan, for any reason whatsoever, including without limitation the fact that (I) the Loan, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Loan or any part thereof is ultra vire▇, (▇ii) the officers or representatives executing the Note or the other documents evidencing or securing the Loan or otherwise creating the Loan acted in excess of their authority, (iv) the Loan violates appli cable usury laws, (v) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Debt or the Loan wholly or partially uncollectable from the Borrower, (vi) the creation, performance or repayment of the Loan (or the execution, delivery and performance of any document or instrument representing part of the Loan or executed in connection with the Loan, or given to secure the repayment of the Loan) is illegal, uncollectable or unenforceable, or (vii) the Note or any of the other documents evidencing or securing the Loan have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether the Borrower or any other person be found not liable on the Loan or any part thereof for any reason. [SIGNATURE PAGE TO GUARANTY OF PAYMENT RELATING TO LEASING]

Unconditional Liability. The liability obligations of each Guarantor shallhereunder are primary, absolute, independent, irrevocable and unconditional. not be released, diminished, impaired, reduced or adversely affected by the invalidity, illegality or unenforceability of all or part of the Loan, or any document or agreement executed in connection with the Loan, for any reason whatsoever, including without limitation the fact that (I) the Loan, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Loan or any part thereof is ultra vire▇, (▇ii) the officers or representatives executing the Note or the other documents evidencing or securing the Loan or otherwise creating the Loan acted in excess of their authority, (iv) the Loan violates appli cable usury laws, (v) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Debt or the Loan wholly or partially uncollectable from the Borrower, (vi) the creation, performance or repayment of the Loan (or the execution, delivery and performance of any document or instrument representing part of the Loan or executed in connection with the Loan, or given Each Guarantor’s obligation to secure the repayment of the Loan) is illegal, uncollectable or unenforceable, or (vii) the Note or pay any of the other documents evidencing or securing the Loan have been forged or otherwise are irregular or Guarantied Obligations is a guaranty of payment, not genuine or authentic, it of collection. This Agreement is an agreement of suretyship as well as of guaranty and without being agreed that Guarantor shall remain liable hereon regardless of whether the required to proceed first against Borrower or any other person or entity, or against any other security for the Guarantied Obligations, Noteholder may proceed directly against Guarantor upon the occurrence and during the continuance of an Event of Default (as defined herein). Upon the occurrence and during the continuance of an Event of Default, Guarantors shall pay, comply with and perform such of the Guarantied Obligations as Noteholder shall direct, irrespective of whether the Guarantied Obligations directed by Noteholder to be found paid, complied with and performed by such Guarantor are those which gave rise to the Event of Default. Each Guarantor’s liability hereunder is absolute and unconditional and shall not liable on be reduced, diminished or released in any way by reason of: (a) any failure of Noteholder to obtain, retain or preserve, or the Loan lack of enforcement of, any rights against any person or entity (including, without limitation, any Obligor) or in or against any property; (b) the invalidity of any such rights which Noteholder may attempt to obtain; (c) any delay in enforcing or any failure to enforce such rights, even if such rights are thereby lost; (d) any delay in making demand on any Obligor for performance or payment of any part thereof for or all of the Guarantied Obligations; (e) the genuineness, validity or enforceability of the Restated Note or any reason. [SIGNATURE PAGE TO GUARANTY OF PAYMENT RELATING TO LEASING]other documents executed pursuant thereto or in connection therewith; (f) any defense that may arise by reason of the incapacity or lack of authority of Borrower or the failure of Noteholder to file or enforce a claim against Borrower in any bankruptcy or other proceeding; or (g) any other circumstance, occurrence or condition, whether similar or dissimilar to any of the foregoing, which might otherwise constitute a legal or equitable defense, discharge or release of a guarantor or surety.

Unconditional Liability. The liability of each Guarantor shall. hereunder shall not be released, diminished, impaired, reduced or adversely affected by any act, omission, matter or thing that would otherwise operate in law or in equity to reduce or release a Guarantor from its liability including, without limiting the invalidity, illegality or unenforceability of all or part generality of the Loanforegoing, or any document or agreement executed in connection with the Loan, for any reason whatsoever, including without limitation the fact that (I) the Loan, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Loan or any part thereof is ultra vire▇, (▇ii) the officers or representatives executing the Note or the other documents evidencing or securing the Loan or otherwise creating the Loan acted in excess of their authority, (iv) the Loan violates appli cable usury laws, (v) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Debt or the Loan wholly or partially uncollectable from the Borrower, (vi) the creation, performance or repayment of the Loan (or the execution, delivery and performance of any document or instrument representing part of the Loan or executed in connection with the Loan, or given to secure the repayment of the Loan) is illegal, uncollectable or unenforceable, or (vii) the Note or any of the other documents evidencing following: (a) (Event of Default): the occurrence of any Event of Default; (b) (Distributions): the receipt by the Agent or securing the Loan have been forged any Bank of any payment, dividend or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether distribution under any Insolvency Provision in relation to the Borrower or any Guarantor; (c) (Invalidity etc.): any Transaction Document or any payment or other act the making or doing of which would otherwise have formed part of the Obligations, or any transaction or document which would otherwise have given rise to such a payment or other act being or becoming or being conceded to be illegal, invalid, void, voidable, unenforceable or irrecoverable in whole or in part for any reason whether past, present or future, including, without limiting the generality of the foregoing: (i) any statute, other law or principle of equity; (ii) any act or omission by any person; (iii) any legal limitation, disability or incapacity of the Borrower or any Guarantor; (iv) any improper exercise of a power or authority in relation to the Borrower or any Guarantor; (v) any right of the Agent or a Bank to enforce or recover such document, payment or other act or to exercise any remedy or right it has for the enforcement or recovery of such document, payment or other act being suspended or postponed by order of any court or otherwise; or (vi) any Insolvency Provision; (d) (New guarantors): the Agent, Banks or any of them accepting from any person be found not liable on any guarantee, indemnity or contract of suretyship for the Loan performance of the whole or any part thereof of the Obligations; (e) (Time or indulgence): the Agent, Banks or any of them agreeing with the Borrower or any Guarantor to grant time, waiver or other indulgence or concession to, or to make any composition or compromise with the Borrower or any Guarantor; (f) (Forbearance): the Agent, Banks or any of them forbearing or neglecting to exercise any remedy or right they have or it has for the enforcement of any reason. [SIGNATURE PAGE TO GUARANTY OF PAYMENT RELATING TO LEASING]Transaction Document or any other obligation or liability forming part of the Obligations; (g) (Laches etc.): any laches, acquiescence or other act, neglect, default, omission or mistake by the Agent, Banks or any of them; (h) (Repudiation): the determination, rescission, repudiation or termination, or the acceptance of any of the foregoing, by the Agent, Banks, the Borrower or any Guarantor or any of them of any Transaction Document or any other obligation or liability forming part of the Obligations; (i) (Variation): any variation (whether by way of insertion, deletion, modification, novation or otherwise) to any Transaction Document or any other obligation or liability forming part of the Obligations, whether or not such variation is substantial or material or imposes an additional liability upon or is onerous on the Borrower or any Guarantor, including without limiting the generality of the foregoing, any increase in the limit or extension of the term for, or the imposition of any condition or variation in the rate of interest in respect of advances or financial accommodation to the Borrower; (j) (Release): the full, partial or conditional release or discharge (whether before or after any demand has been made on the Guarantor hereunder) by the Agent, Banks or any of them or by operation of law, of the Borrower or any Guarantor or any other person from any Transaction Document or any other obligation or liability forming part of the Obligations (but without affecting the validity of any release and discharge of a Guarantor in accordance with this Agreement);

Unconditional Liability. The liability of Guarantor shall. shall not be ------------------------ released, diminished, impaired, reduced or adversely affected by the invalidity, illegality or unenforceability of all or part of the Loan, or any document or agreement executed in connection with the Loan, for any reason whatsoever, including without limitation the fact that (Ii) the Loan, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Loan or any part thereof is ultra vire▇▇▇▇▇, (▇iiiii) the officers or representatives executing the ----- ----- Note or the other documents evidencing or securing the Loan or otherwise creating the Loan acted in excess of their authority, (iv) the Loan violates appli cable applicable usury laws, (v) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Debt or the Loan wholly or partially uncollectable from the Borrower, (vi) the creation, performance or repayment of the Loan (or the execution, delivery and performance of any document or instrument representing part of the Loan or executed in connection with the Loan, or given to secure the repayment of the Loan) is illegal, uncollectable or unenforceable, or (vii) the Note or any of the other documents evidencing or securing the Loan have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether the Borrower or any other person be found not liable on the Loan or any part thereof for any reason. [SIGNATURE PAGE TO GUARANTY OF PAYMENT RELATING TO LEASING]Notwithstanding this paragraph or any other provision of this Guaranty or any Loan Document, if all outstanding stock in OPCC is transferred to Holding and OPCC transfers to Holding all of the outstanding stock in all OPCC subsidiaries owned as of the date hereof by OPCC, then OPCC shall no longer be liable as provided under this Guaranty, and Lender and Holding hereby agree that upon the occurrence of such transfer only Holding shall be liable in accordance with the terms of this Guaranty; and promptly upon the written request of Holding (which request shall contain the certification of Holding and OPCC that such transfers have occurred), Lender shall execute and deliver an acknowledgment that only Holding is liable hereunder.