Unconditional Obligations. This Guaranty shall not be discharged except by complete performance of the Guaranteed Obligations as contemplated in the Indenture and the Securities. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any agreement referred to in clause (a) of this paragraph; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantor of the Guaranteed Obligations or any other Person; or (f) except as provided in Section 1.08 of this First Supplemental Indenture, any change in the ownership of such Guarantor. Each Guarantor hereby waives notice of acceptance of this Guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or any right to require a proceeding or the taking of other action by the Trustee or any Holder against, and any other notice to, any other Guarantor or the Company.
Appears in 3 contracts
Sources: First Supplemental Indenture (Building Materials Investment Corp), First Supplemental Indenture (Building Materials Investment Corp), First Supplemental Indenture (Building Materials Investment Corp)
Unconditional Obligations. This Guaranty shall not be discharged except by complete performance of the Guaranteed Obligations as contemplated in the Indenture and the Securities. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any agreement referred to in clause (a) of this paragraph; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Securities or any other agreement; (d) the release of any security held by or for the benefit of any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantor of the Guaranteed Obligations or any other Person; or (f) except as provided in Section 1.08 2.08 of this First Second Supplemental Indenture, any change in the ownership of such Guarantor. Each Guarantor hereby waives notice of acceptance of this Guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or any right to require a proceeding or the taking of other action by the Trustee or any Holder against, and any other notice to, any other Guarantor or the Company.
Appears in 3 contracts
Sources: Second Supplemental Indenture (Building Materials Investment Corp), Supplemental Indenture (Building Materials Investment Corp), Supplemental Indenture (Building Materials Investment Corp)
Unconditional Obligations. This Guaranty is a primary obligation of Guarantor independent of the obligations of Agent or Lessee under any Operative Agreement, and is an unconditional, absolute, present and continuing obligation and guarantee of payment and performance (and not merely of collection), and the validity and enforceability of this Guaranty shall be absolute and unconditional irrespective of, and, shall not be discharged except by complete performance of the Guaranteed Obligations as contemplated impaired, affected or in the Indenture and the Securities. The obligations of each Guarantor hereunder shall not be affected by any way conditioned or contingent upon (a) the failure making of a demand (other than a demand on Guarantor as specifically provided in this Guaranty), the institution of any Holder suit or the Trustee taking of any other action to assert enforce performance or observance by the Agent or Lessee of any claim of the Obligations, (b) the validity, regularity or demand enforceability of any Operative Agreement or any of the Obligations or any collateral security, other guarantee, if any, or credit support therefor or right of offset with respect thereto at any time or from time to time held by Beneficiary, (c) any defense, setoff or counterclaim (other than the defense of prior payment or performance by Guarantor, Agent, Lessee or otherwise of the Obligations) that may at any time be available to or be asserted by Agent, Lessee or Guarantor against Beneficiary, (d) any attempt to collect from Agent, Lessee or any other entity or to perfect or enforce any security or (e) any other action, occurrence or circumstance whatsoever which might otherwise constitute a defense available to, or a legal or equitable discharge of, Agent, Lessee or Guarantor. Guarantor waives any requirement that Beneficiary shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any right or remedy rights against the Company Agent, Lessee or any other Person under the Indenture, the Securities or entity to compel any such performance or to collect all or any other agreement or otherwise; (b) any extension or renewal part of any agreement referred such amount pursuant to in clause (a) of this paragraph; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the IndentureOperative Agreements or at law or in equity, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantor of the Guaranteed Obligations or any other Person; or (f) except as provided in Section 1.08 of this First Supplemental Indenture, any change in the ownership of such Guarantor. Each Guarantor hereby waives notice of acceptance of this Guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or any right to require a proceeding or the taking of other action by the Trustee or any Holder against, and any other notice to, any other Guarantor or the Companyotherwise.
Appears in 1 contract
Sources: Guaranty (Reliant Resources Inc)
Unconditional Obligations. This Guaranty shall not be discharged except by complete performance of the Guaranteed Obligations as contemplated in the Indenture and the Securities. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any agreement referred to in clause (a) of this paragraph; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Securities or any other agreement; (d) the release of any security held by or for the benefit of any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantor of the Guaranteed Obligations or any other Person; or (f) except as provided in Section 1.08 2.08 of this First Supplemental Indenture, any change in the ownership of such Guarantor. Each Guarantor hereby waives notice of acceptance of this Guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or any right to require a proceeding or the taking of other action by the Trustee or any Holder against, and any other notice to, any other Guarantor or the Company.
Appears in 1 contract
Sources: Supplemental Indenture (Building Materials Investment Corp)
Unconditional Obligations. This Guaranty shall not be discharged except by complete performance of the Guaranteed Obligations as contemplated in the Indenture and the Securities. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any agreement referred to in clause (a) of this paragraph; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantor of the Guaranteed Obligations or any other Person; or (f) except as provided in Section 1.08 of this First Second Supplemental Indenture, any change in the ownership of such Guarantor. Each Guarantor hereby waives notice of acceptance of this Guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or any right to require a proceeding or the taking of other action by the Trustee or any Holder against, and any other notice to, any other Guarantor or the Company.
Appears in 1 contract
Sources: Second Supplemental Indenture (Building Materials Investment Corp)
Unconditional Obligations. This Guaranty shall not be discharged except by complete performance of the Guaranteed Obligations as contemplated in the Indenture and the Securities. The obligations of each the Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or the Co-obligor or any other Person under the Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any agreement referred to in clause (a) of this paragraph; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantor of the Guaranteed Obligations or any other Person; or (f) except as provided in Section 1.08 3.08 of this First Supplemental Indenture, any change in the ownership of such Guarantor. Each The Guarantor hereby waives notice of acceptance of this Guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or any right to require a proceeding or the taking of other action by the Trustee or any Holder against, and any other notice to, any other Guarantor Guarantor, the Company or the CompanyCo-obligor.
Appears in 1 contract
Sources: First Supplemental Indenture (Building Materials Investment Corp)
Unconditional Obligations. This Guaranty shall not be discharged except by complete performance The obligation of the Guarantor to guarantee the Maximum Amount Guaranteed Obligations as contemplated set forth in Section 1 above shall be absolute and unconditional irrespective of (i) any lack of enforceability against a Manager of the Indenture and applicable Management Agreement or this Guarantee, (ii) any change of the Securities. The obligations time, manner or place of each Guarantor hereunder shall not be affected by payment or any other term, condition or agreement of the Maximum Amount Guaranteed Obligations, (aiii) the failure failure, omission, delay or lack on the part of any Holder an Owner or the Trustee GSL to assert any claim or demand or to enforce any right or remedy against the Company Guarantor or any other Person under the IndentureManager, the Securities or any other agreement or otherwise; (biv) any extension invalidity, illegality or renewal unenforceability in whole or in part of any agreement referred to in clause Management Agreement and (a) of this paragraph; (cv) any rescissionlaw, waiver, amendment regulation or modification order of any jurisdiction affecting any term of the terms Maximum Amount Guaranteed Obligations, a Management Agreement or provisions of the Indenture, the Securities an Owner’s or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantor of the Guaranteed Obligations or any other Person; or (f) except as provided in Section 1.08 of this First Supplemental Indenture, any change in the ownership of such GuarantorGSL’s rights with respect thereto. Each The Guarantor hereby waives notice of acceptance of this Guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentmentprotest, demand of paymentpayment and notices with respect to the Maximum Amount Guaranteed Obligations. Notwithstanding anything in this Guarantee to the contrary, protest, notice the Guarantor shall be entitled to the benefit of dishonor or any right to require a proceeding or the taking claim of other action by the Trustee any defense, setoff, counterclaim, recoupment or any Holder against, and any other notice to, any other Guarantor or the Companytermination to which Manager is entitled.
Appears in 1 contract
Sources: Guarantee (Global Ship Lease, Inc.)