Acknowledgements, Waivers and Consents. In full recognition and in furtherance of the foregoing, Xxxxxx agrees that: Without affecting the enforceability or effectiveness of this Bond in accordance with its terms and without affecting, limiting, reducing, discharging or terminating the liability of the Surety, or the rights, remedies, powers and privileges of the Obligee under this Bond, the Obligee may, at any time and from time to time and without notice or demand of any kind or nature whatsoever: amend, supplement, modify, extend, renew, waive, accelerate or otherwise change the time for payment or performance of, or the terms of, all or any part of the Principal's Obligations (including any increase or decrease in the rate or rates of interest); amend, supplement, modify, extend, renew, waive or otherwise change, or enter into or give, any agreement, security document, guarantee, approval, consent or other instrument relating to all or any part of the Principal's Obligations; accept or enter into new or additional agreements, security documents, guarantees (including letters of credit) or other instruments in addition to, in exchange for or relative to the Principal’s Obligations; accept or receive partial payments or performance on the Principal's Obligations (whether as a result of the exercise of any right, remedy, power or privilege or otherwise); accept, receive and hold any additional collateral for all or any part of the Principal's Obligations; release, reconvey, terminate, waive, abandon, allow to lapse or expire, fail to perfect, subordinate, exchange, substitute, transfer, foreclose upon or enforce any collateral, security documents or guarantees (including letters of credit) for or relative to all or any part of the Principal's Obligations; apply any collateral or other collateral posted as it relates solely to the Principal's Obligations to all or any part of the Principal's Obligations in such manner and extent as the Obligee may in its discretion determine; release any Person from any personal liability with respect to all or any part of the Principal's Obligations; settle, compromise, release, liquidate or enforce upon such terms and in such manner as the Obligee may determine or as applicable law may dictate all or any part of the Principal's Obligations or any collateral on or guarantee of (including any letter of credit issued with respect to) all or any part of such Principal's Obligations; consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of the Principal; and enter into such other transactions or business dealings with the Principal (or any of its affiliates) or any other guarantor of all or any part of such Principal's Obligations as Obligee may desire. The enforceability and effectiveness of this Bond and the liability of the Surety, and the rights, remedies, powers and privileges of the Obligee, under this Bond shall not be affected, limited, reduced, discharged or terminated, and the Surety hereby expressly waives to the fullest extent permitted by law any defense now or in the future arising, by reason of: the illegality, invalidity or unenforceability of all or any part of the Principal's Obligations, the PUCT Regulations, any REP Service Agreement, or any agreement, security document, guarantee or other instrument relative to all or any part of the Principal's Obligations; any disability or other defense with respect to all of any part of the Principal's Obligations or any of their guarantors, including the effect of any statute of limitations that may bar the enforcement of all or any part of the Principal's Obligations or the obligations of any such other guarantor; the illegality, invalidity or unenforceability of any security or guarantee (including any letter of credit) for all or any part of the Principal's Obligations or the lack of perfection or continuing perfection or failure of the priority of any lien on any collateral for all or any part of the Principal's Obligations; the cessation, for any cause whatsoever, of the liability of the Principal or any guarantor of all or any part of the Principal's Obligations (other than, subject to paragraph 6, by reason of the full payment and performance of all of the Principal's Obligations); except as expressly required under paragraph 1, any failure of the Obligee to marshal assets in favor of the Principal or any other Person to exhaust any collateral for all or any part of the Principal’s Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against such Principal, any other guarantor of all or any part of the Obligations (including any issuer of any letter of credit) or any other Person or to take any action whatsoever to mitigate or reduce the Surety's liability under this Bond, the Obligee is not under any obligation to take any such action notwithstanding the fact that all or any part of such Principal's Obligations may be due and payable and that such Principal may be in default of its Obligations; any failure of the Obligee to comply with applicable laws, including PUCT Regulations, in connection with the sale or other disposition of any collateral for all or any part of the Principal's Obligations; any act or omission of the Obligee or any other Person that directly or indirectly results in or aids the discharge or release of all or any part of any security or guarantee (including any letter of credit) for all or any part of such obligations by operation of law or otherwise; any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation; the possibility that the Obligations of the Principal to the Obligee may at any time and from time to time exceed the aggregate liability of the Surety under this Bond; any counterclaim, set-off (including as permitted by 11 U.S.C. § 362) or other claim which the Principal has or alleges to have with respect to all or any part of its Obligations; any failure of the Obligee to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; the election by the Obligee to exercise or not to exercise any liquidation rights it may have pursuant to 11 U.S.C. § 556; the election by the Obligee, in any bankruptcy proceeding of any Person, of the application or non-application of 11 U.S.C. § 1111(b)(2); any extension of credit or the grant of any lien under 11 U.S.C. § 364; any use of cash collateral under 11 U.S.C. § 363; any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; the avoidance of any lien in favor of the Obligee for any reason; any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any part of the Principal's Obligations (or any interest on all or any part of the Principal's Obligations) in or as a result of any such proceeding; any action taken by the Obligee that is authorized by this paragraph 5 or otherwise in this Bond or by any other provision of the PUCT Regulations or any REP Service Agreement or any omission to take any such action; or any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, and any future judicial decisions or legislation or of any comparable provisions of the laws of any other jurisdiction. Notwithstanding anything to the contrary, which may be contained herein, Surety expressly reserves its right to raise against the Principal any defense(s) which may have been waived by Surety with respect to the Obligee pursuant to paragraph 5(b). The Surety expressly waives, for the benefit of the Obligee, all rights to set-off amounts due by the Obligee, including its parent company, to the Principal, all counterclaims, and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Principal's Obligations, and all notices of acceptance of this Bond or of the existence, creation, incurring or assumption of new or additional obligations. Nothing in this Bond will, or will be construed or applied to, modify the Principal's Obligations.
Appears in 3 contracts
Samples: Surety Bond, Surety Bond, Surety Bond
Acknowledgements, Waivers and Consents. In full recognition and in furtherance of the foregoing, Xxxxxx agrees that: Without affecting the enforceability or effectiveness of this Bond in accordance with its terms and without affecting, limiting, reducing, discharging or terminating the liability of the Surety, or the rights, remedies, powers and privileges of the Obligee under this Bond, the Obligee may, at any time and from time to time and without notice or demand of any kind or nature whatsoever: amend, supplement, modify, extend, renew, waive, accelerate or otherwise change the time for payment or performance of, or the terms of, all or any part of the Principal's Obligations obligations (including any increase or decrease in the rate or rates of interest); amend, supplement, modify, extend, renew, waive or otherwise change, or enter into or give, any agreement, security document, guarantee, approval, consent or other instrument relating to all or any part of the Principal's Obligationsobligations; accept or enter into new or additional agreements, security documents, guarantees (including letters of credit) or other instruments in addition to, in exchange for or relative to the Principal’s ObligationsAgreement; accept or receive partial payments or performance on the Principal's Obligations obligations (whether as a result of the exercise of any right, remedy, power or privilege or otherwise); accept, receive and hold any additional collateral for all or any part of the Principal's Obligationsobligations; release, reconvey, terminate, waive, abandon, allow to lapse or expire, fail to perfect, subordinate, exchange, substitute, transfer, foreclose upon or enforce any collateral, security documents or guarantees (including letters of credit) for or relative to all or any part of the Principal's Obligationsobligations; apply any collateral or other collateral posted as it relates solely to the Principal's Obligations obligations under the Agreement to all or any part of the Principal's Obligations obligations under the Agreement in such manner and extent as the Obligee may in its discretion determine; release any Person from any personal liability with respect to all or any part of the Principal's Obligationsobligations; settle, compromise, release, liquidate or enforce upon such terms and in such manner as the Obligee may determine or as applicable law may dictate all or any part of the Principal's Obligations obligations or any collateral on or guarantee of (including any letter of credit issued with respect to) all or any part of such Principal's Obligationsobligations; consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of the Principal; and enter into such other transactions or business dealings with the Principal (or any of its affiliates) or any other guarantor of all or any part of such Principal's Obligations obligations as Obligee may desire. The enforceability and effectiveness of this Bond and the liability of the Surety, and the rights, remedies, powers and privileges of the Obligee, under this Bond shall not be affected, limited, reduced, discharged or terminated, and the Surety hereby expressly waives to the fullest extent permitted by law any defense now or in the future arising, by reason of: the illegality, invalidity or unenforceability of all or any part of the Principal's Obligationsobligations, the PUCT Regulations, any REP Service Agreement, or any agreement, security document, guarantee or other instrument relative to all or any part of the Principal's Obligationsobligations; any disability or other defense with respect to all of any part of the Principal's Obligations obligations or any of their guarantors, including the effect of any statute of limitations that may bar the enforcement of all or any part of the Principal's Obligations obligations or the obligations of any such other guarantor; the illegality, invalidity or unenforceability of any security or guarantee (including any letter of credit) for all or any part of the Principal's Obligations obligations or the lack of perfection or continuing perfection or failure of the priority of any lien on any collateral for all or any part of the Principal's Obligationsobligations; the cessation, for any cause whatsoever, of the liability of the Principal or any guarantor of all or any part of the Principal's Obligations obligations (other than, subject to paragraph 6, by reason of the full payment and performance of all of the Principal's Obligationsobligations); except as expressly required under paragraph 1, any failure of the Obligee to marshal assets in favor of the Principal or any other Person to exhaust any collateral for all or any part of the Principal’s Obligationsobligations, to pursue or exhaust any right, remedy, power or privilege it may have against such Principal, any other guarantor of all or any part of the Obligations obligations (including any issuer of any letter of credit) or any other Person or to take any action whatsoever to mitigate or reduce the Surety's liability under this Bond, the Obligee is not under any obligation to take any such action notwithstanding the fact that all or any part of such Principal's Obligations obligations may be due and payable and that such Principal may be in default of its Obligationsobligations; any failure of the Obligee to comply with applicable laws, including PUCT Regulations, laws in connection with the sale or other disposition of any collateral for all or any part of the Principal's Obligationsobligations; any act or omission of the Obligee or any other Person that directly or indirectly results in or aids the discharge or release of all or any part of any security or guarantee (including any letter of credit) for all or any part of such obligations by operation of law or otherwise; any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation; the possibility that the Obligations obligations of the Principal to the Obligee may at any time and from time to time exceed the aggregate liability of the Surety under this Bond; any counterclaim, set-off (including as permitted by 11 U.S.C. § 362) or other claim which the Principal has or alleges to have with respect to all or any part of its Obligationsobligations; any failure of the Obligee to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; the election by the Obligee to exercise or not to exercise any liquidation rights it may have pursuant to 11 U.S.C. § 556; the election by the Obligee, in any bankruptcy proceeding of any Person, of the application or non-application of 11 U.S.C. § 1111(b)(2); any extension of credit or the grant of any lien under 11 U.S.C. § 364; any use of cash collateral under 11 U.S.C. § 363; any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; the avoidance of any lien in favor of the Obligee for any reason; any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any part of the Principal's Obligations obligations (or any interest on all or any part of the Principal's Obligationsobligations) in or as a result of any such proceeding; any action taken by the Obligee that is authorized by this paragraph 5 or otherwise in this Bond or by any other provision of the PUCT Regulations or any REP Service Agreement or any omission to take any such action; or any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, and any future judicial decisions or legislation or of any comparable provisions of the laws of any other jurisdiction. Notwithstanding anything to the contrary, which may be contained herein, Surety expressly reserves its right to raise against the Principal any defense(s) which may have been waived by Surety with respect to the Obligee pursuant to paragraph 5(b). The Surety expressly waives, for the benefit of the Obligee, all rights to set-off amounts due by the Obligee, including its parent company, to the Principal, all counterclaims, and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Principal's Obligationsobligations, and all notices of acceptance of this Bond or of the existence, creation, incurring or assumption of new or additional obligations. Nothing in this Bond will, or will be construed or applied to, modify the Principal's Obligationsobligations under the Agreement.
Appears in 3 contracts
Samples: Surety Bond, Surety Bond, Surety Bond
Acknowledgements, Waivers and Consents. In full recognition and in furtherance of the foregoing, Xxxxxx agrees that: Without affecting the enforceability or effectiveness of this Bond in accordance with its terms and without affecting, limiting, reducing, discharging or terminating the liability of the Surety, or the rights, remedies, powers and privileges of the Obligee Oblige under this Bond, the Obligee Oblige may, at any time and from time to time and without notice or demand of any kind or nature whatsoever: amend, supplement, modify, extend, renew, waive, accelerate or otherwise change the time for payment or performance of, or the terms of, all or any part of the Principal's Obligations (including any increase or decrease in the rate or rates of interest); amend, supplement, modify, extend, renew, waive or otherwise change, or enter into or give, any agreement, security document, guarantee, approval, consent or other instrument relating to all or any part of the Principal's Obligations; accept or enter into new or additional agreements, security documents, guarantees (including letters of credit) or other instruments in addition to, in exchange for or relative to the Principal’s Obligations; accept or receive partial payments or performance on the Principal's Obligations (whether as a result of the exercise of any right, remedy, power or privilege or otherwise); accept, receive and hold any additional collateral for all or any part of the Principal's Obligations; release, reconvey, terminate, waive, abandon, allow to lapse or expire, fail to perfect, subordinate, exchange, substitute, transfer, foreclose upon or enforce any collateral, security documents or guarantees (including letters of credit) for or relative to all or any part of the Principal's Obligations; apply any collateral or other collateral posted as it relates solely to the Principal's Obligations to all or any part of the Principal's Obligations in such manner and extent as the Obligee Oblige may in its discretion determine; release any Person from any personal liability with respect to all or any part of the Principal's Obligations; settle, compromise, release, liquidate or enforce upon such terms and in such manner as the Obligee Oblige may determine or as applicable law may dictate all or any part of the Principal's Obligations or any collateral on or guarantee of (including any letter of credit issued with respect to) all or any part of such Principal's Obligations; consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of the Principal; and enter into such other transactions or business dealings with the Principal (or any of its affiliates) or any other guarantor of all or any part of such Principal's Obligations as Obligee Oblige may desire. The enforceability and effectiveness of this Bond and the liability of the Surety, and the rights, remedies, powers and privileges of the ObligeeOblige, under this Bond shall not be affected, limited, reduced, discharged or terminated, and the Surety hereby expressly waives to the fullest extent permitted by law any defense now or in the future arising, by reason of: the illegality, invalidity or unenforceability of all or any part of the Principal's Obligations, the PUCT Regulations, any REP Service Agreement, or any agreement, security document, guarantee or other instrument relative to all or any part of the Principal's Obligations; any disability or other defense with respect to all of any part of the Principal's Obligations or any of their guarantors, including the effect of any statute of limitations that may bar the enforcement of all or any part of the Principal's Obligations or the obligations of any such other guarantor; the illegality, invalidity or unenforceability of any security or guarantee (including any letter of credit) for all or any part of the Principal's Obligations or the lack of perfection or continuing perfection or failure of the priority of any lien on any collateral for all or any part of the Principal's Obligations; the cessation, for any cause whatsoever, of the liability of the Principal or any guarantor of all or any part of the Principal's Obligations (other than, subject to paragraph 6, by reason of the full payment and performance of all of the Principal's Obligations); except as expressly required under paragraph 1, any failure of the Obligee Oblige to marshal assets in favor of the Principal or any other Person to exhaust any collateral for all or any part of the Principal’s Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against such Principal, any other guarantor of all or any part of the Obligations (including any issuer of any letter of credit) or any other Person or to take any action whatsoever to mitigate or reduce the Surety's liability under this Bond, the Obligee Oblige is not under any obligation to take any such action notwithstanding the fact that all or any part of such Principal's Obligations may be due and payable and that such Principal may be in default of its Obligations; any failure of the Obligee Oblige to comply with applicable laws, including PUCT Regulations, in connection with the sale or other disposition of any collateral for all or any part of the Principal's Obligations; any act or omission of the Obligee Oblige or any other Person that directly or indirectly results in or aids the discharge or release of all or any part of any security or guarantee (including any letter of credit) for all or any part of such obligations by operation of law or otherwise; any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation; the possibility that the Obligations of the Principal to the Obligee Oblige may at any time and from time to time exceed the aggregate liability of the Surety under this Bond; any counterclaim, set-off (including as permitted by 11 U.S.C. § 362) or other claim which the Principal has or alleges to have with respect to all or any part of its Obligations; any failure of the Obligee Oblige to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; the election by the Obligee Oblige to exercise or not to exercise any liquidation rights it may have pursuant to 11 U.S.C. § 556; the election by the ObligeeOblige, in any bankruptcy proceeding of any Person, of the application or non-application of 11 U.S.C. § 1111(b)(2); any extension of credit or the grant of any lien under 11 U.S.C. § 364; any use of cash collateral under 11 U.S.C. § 363; any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; the avoidance of any lien in favor of the Obligee Oblige for any reason; any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any part of the Principal's Obligations (or any interest on all or any part of the Principal's Obligations) in or as a result of any such proceeding; any action taken by the Obligee Oblige that is authorized by this paragraph 5 or otherwise in this Bond or by any other provision of the PUCT Regulations or any REP Service Agreement or any omission to take any such action; or any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, and any future judicial decisions or legislation or of any comparable provisions of the laws of any other jurisdiction. Notwithstanding anything to the contrary, which may be contained herein, Surety expressly reserves its right to raise against the Principal any defense(s) which may have been waived by Surety with respect to the Obligee Oblige pursuant to paragraph 5(b). The Surety expressly waives, for the benefit of the ObligeeOblige, all rights to set-off amounts due by the ObligeeOblige, including its parent company, to the Principal, all counterclaims, and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Principal's Obligations, and all notices of acceptance of this Bond or of the existence, creation, incurring or assumption of new or additional obligations. Nothing in this Bond will, or will be construed or applied to, modify the Principal's Obligations.
Appears in 1 contract
Samples: Surety Bond
Acknowledgements, Waivers and Consents. With respect to the Secured Obligations of Parent and LP Acquisition Sub under the LPI Note and the LPI Note/Escrow and the Secured Obligations of Parent under the SPI Note and the SPI Note/Escrow, the Obligor has executed and delivered this Agreement as an accommodation in order to induce LPI to enter into and consummate the transactions under the Asset Purchase Agreement. The Obligor hereby authorizes and empowers the Secured Party to exercise, in its sole discretion, any rights and remedies, or any combination thereof, which may then be available to the Secured Party since it is the intent and purpose of the Obligor that the obligations hereunder are absolute, irrevocable and unconditional under any and all circumstances. In full recognition and in furtherance of the foregoing, Xxxxxx the Obligor agrees (in its capacity as an accommodation party as described above and not in its capacity as a primary obligor) that: :
(a) Without affecting the enforceability or effectiveness of this Bond Agreement in accordance with its terms and without affecting, limiting, reducing, discharging or terminating the liability of the SuretyObligor, or the rights, remedies, powers and privileges of the Obligee Secured Party under this BondAgreement, the Obligee Secured Party may, at any time and from time to time and without notice or demand of any kind or nature whatsoever: :
(i) amend, supplement, modify, extend, renew, waive, accelerate or otherwise change the time for payment or performance of, or the terms of, all or any part of the Principal's Obligations Secured Obligations;
(including any increase or decrease in the rate or rates of interest); ii) amend, supplement, modify, extend, renew, waive or otherwise changechange any Basic Document, or enter into or give, any agreement, security document, guarantee, approval, consent or other instrument relating with respect to all or any part of the Principal's Obligations; Secured Obligations or any Basic Document, or any such other instrument or any term or provision of the foregoing;
(iii) accept or enter into new or additional agreements, security documents, guarantees (including letters of credit) or other instruments in addition to, in exchange for or relative to any Basic Document, all or any part of the Principal’s Secured Obligations; , or any collateral now or in the future serving as security for the Secured Obligations;
(iv) accept or receive (including from any guarantor of all or any part of the Secured Obligations) partial payments or performance on the Principal's Secured Obligations (whether as a result of the exercise of any right, remedy, power or privilege or otherwise); ;
(v) accept, receive and hold any additional collateral for all or any part of the Principal's Secured Obligations (including from any guarantor of all or any part of the Secured Obligations; );
(vi) release, reconvey, terminate, waive, abandon, allow to lapse or expire, fail to perfect, subordinate, exchange, substitute, transfer, foreclose upon or enforce any collateral, security documents or guarantees (including letters of creditcredit or the obligations of any guarantor of all or any part of the Secured Obligations) for or relative to all or any part of the Principal's Secured Obligations; ;
(vii) apply any collateral or other the proceeds of any collateral posted as it relates solely to or guarantee (including any letter of credit or the Principal's Obligations obligations of any guarantor of all or any part of the Secured Obligations) to all or any part of the Principal's Secured Obligations in such manner and extent as the Obligee Secured Party may in its discretion determine; ;
(viii) release any Person (including any guarantor of all or any part of the Secured Obligations) from any personal liability with respect to all or any part of the Principal's Secured Obligations; ;
(ix) settle, compromise, release, liquidate or enforce upon such terms and in such manner as the Obligee Secured Party may determine or as applicable law may dictate all or any part of the Principal's Secured Obligations or any collateral on for or guarantee of (including any letter of credit issued with respect to) all or any part of such Principal's the Secured Obligations (including with any guarantor of all or any part of the Secured Obligations; );
(x) consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of LP Acquisition Sub or any other Person;
(xi) proceed against LP Acquisition Sub, the Principal; Obligor, or any guarantor of (including any issuer of any letter of credit issued with respect to) all or any part of the Secured Obligations or any collateral provided by any Person and exercise the rights, remedies, powers and privileges of the Secured Party under any Basic Document or otherwise in such order and such manner as the Secured Party may, in its discretion, determine, without any necessity to proceed upon or against or exhaust any collateral, right, remedy, power or privilege before proceeding to call upon or otherwise enforce this Agreement as to the Obligor;
(xii) obtain the appointment of a receiver with respect to any collateral for all or any part of the Secured Obligations and apply the proceeds of such receivership as the Secured Party may in its discretion determine (it being agreed that nothing in this clause (xii) shall be deemed to make the Secured Party a party in possession in contemplation of law, except at its option);
(xiii) enter into such other transactions or business dealings with LP Acquisition Sub, the Principal (Obligor or any affiliate of its affiliates) LP Acquisition Sub or the Obligor or any other guarantor of all or any part of such Principal's the Secured Obligations as Obligee the Secured Party may desire. The ; and
(xiv) do all or any combination of the actions set forth in this Section 6(a).
(b) (i) other than the payment in full of the Secured Obligations, no action taken or omitted by LP Acquisition Sub, the Obligor or any affiliate of LP Acquisition Sub or the Obligor, including, without limitation, an action or omission of the type described above in Section 6(a), shall in any manner affect the enforceability or effectiveness of this Agreement, or affect, limit, reduce, discharge or terminate the liability of the Obligor or the rights, remedies, powers or privileges of the Secured Party hereunder, and (ii) this Agreement shall be enforceable notwithstanding any purported waiver or relinquishment of the Secured Obligations by LP Acquisition Sub or any other Person other than the payment in full of the Secured Obligations,.
(c) the enforceability and effectiveness of this Bond Agreement and the liability of the SuretyObligor, and the rights, remedies, powers and privileges of the ObligeeSecured Party, under this Bond Agreement shall not be affected, limited, reduced, discharged or terminated, and the Surety Obligor hereby expressly waives to the fullest extent permitted by law any defense now or in the future arising, by reason of: :
(i) the illegality, invalidity or unenforceability of all or any part of the Principal's Obligations, the PUCT Regulations, Secured Obligations or any REP Service AgreementBasic Document, or any agreement, security document, guarantee or other instrument relative to all or any part of the Principal's Secured Obligations; ;
(ii) any disability or other defense with respect to all of any part of the Principal's Secured Obligations or any guarantor of their guarantorsall or any part of the Secured Obligations (including any issuer of any letters of credit), including the effect of any statute of limitations that may bar the enforcement of all or any part of the Principal's Secured Obligations or the obligations of any such other guarantor; ;
(iii) the illegality, invalidity or unenforceability of any security or guarantee (including any letter of credit) for all or any part of the Principal's Secured Obligations or the lack of perfection or continuing perfection or failure of the priority of any lien on any collateral for all or any part of the Principal's Secured Obligations; ;
(iv) the cessation, for any cause whatsoever, of the liability of LP Acquisition Sub, the Principal Obligor or any guarantor of all or any part of the Principal's Obligations Secured Obligations;
(other than, subject to paragraph 6, by reason of the full payment and performance of all of the Principal's Obligations); except as expressly required under paragraph 1, v) any failure of the Obligee Secured Party to marshal assets in favor of LP Acquisition Sub, the Principal Obligor or any other Person (including any guarantor of all or any part of the Secured Obligations), to exhaust any collateral for all or any part of the Principal’s Secured Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against such PrincipalLP Acquisition Sub, the Obligor, any other guarantor of all or any part of the Secured Obligations (including any issuer of any letter of credit) or any other Person or to take any action whatsoever to mitigate or reduce the Surety's Obligor’s liability under this BondAgreement, the Obligee is Secured Party not being under any obligation to take any such action notwithstanding the fact that payment or performance of all or any part of such Principal's the Secured Obligations may be due and payable and that such Principal LP Acquisition Sub, the Obligor or any other Person may be in default of its Obligations; obligations under any Basic Document;
(vi) any failure of the Obligee Secured Party or any other Person to give notice of sale or other disposition of any collateral for all or any part of the Secured Obligations to LP Acquisition Sub, the Obligor, or any other Person or any defect in, or any failure by LP Acquisition Sub, the Obligor or any other Person to receive, any notice that may be given in connection with any sale or disposition of any collateral;
(vii) any failure of the Secured Party or any other Person to comply with applicable laws, including PUCT Regulations, laws in connection with the sale or other disposition of any collateral for all or any part of the Principal's Secured Obligations; ;
(viii) any judicial or non-judicial foreclosure or sale of, or other election of remedies with respect to, any collateral serving as security for all or any part of the Secured Obligations, even though such foreclosure, sale or election of remedies may impair the subrogation rights of the Obligor, LP Acquisition Sub, or any other Person or may preclude the Obligor, LP Acquisition Sub, or any other Person from obtaining reimbursement, contribution, indemnification or other recovery from LP Acquisition Sub, the Obligor, any guarantor or any other Person and even though LP Acquisition Sub, or the Obligor or any such guarantor or Person may not, as a result of such foreclosure, sale or election of remedies, be liable for any deficiency;
(ix) any act or omission of the Obligee Secured Party, LP Acquisition Sub, or any other Person that directly or indirectly results in or aids the discharge or release of LP Acquisition Sub, the Obligor or any guarantor of all or any part of the Secured Obligations or any security or guarantee (including any letter of credit) for all or any part of such obligations the Secured Obligations by operation of law or otherwise; ;
(x) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's ’s or guarantor's ’s obligation in proportion to the principal obligation; ;
(xi) the possibility that the Obligations obligations of the Principal LP Acquisition Sub to the Obligee Secured Party may at any time and from time to time exceed the aggregate liability of the Surety Obligor under this Bond; Agreement;
(xii) any counterclaim, set-off (including as permitted by 11 U.S.C. § 362) or other claim which LP Acquisition Sub, the Principal Obligor, or any guarantor has or alleges to have with respect to all or any part of its the Secured Obligations; ;
(xiii) any failure of the Obligee Secured Party or LP Acquisition Sub to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; ;
(xiv) the election by the Obligee to exercise Secured Party or not to exercise any liquidation rights it may have pursuant to 11 U.S.C. § 556; the election by the ObligeeLP Acquisition Sub, in any bankruptcy proceeding of any Person, of the application or non-application of 11 U.S.C. § section 1111(b)(2); ) of the Bankruptcy Code;
(xv) any extension of credit or the grant of any lien under 11 U.S.C. § 364; section 364 of the Bankruptcy Code;
(xvi) any use of cash collateral under 11 U.S.C. § 363; section 363 of the Bankruptcy Code;
(xvii) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; ;
(xviii) the avoidance of any lien in favor of the Obligee Secured Party or LP Acquisition Sub for any reason; ;
(xix) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collectingcollecting or enforcing, all or any part of the Principal's Secured Obligations (or any interest on all or any part of the Principal's Secured Obligations) in or as a result of any such proceeding; ;
(xx) any action taken by the Obligee Secured Party that is authorized by this paragraph 5 Section 6 or otherwise in this Bond Agreement or any action taken by the Secured Party, LP Acquisition Sub, or any other Person that is authorized by any other provision of the PUCT Regulations or any REP Service Agreement Basic Document or any omission to take any such action; or or
(xxi) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, including by reason of Sections 2809, 2810, 2819, 2839, 2845, 2850, 2899, 3275 and 3433 of the California Civil Code, and any future judicial decisions or legislation or of any comparable provisions of the laws of any other jurisdiction. Notwithstanding anything to the contrary, which may be contained herein, Surety expressly reserves its right to raise against the Principal any defense(s.
(d) which may have been waived by Surety with respect to the Obligee pursuant to paragraph 5(b). The Surety Obligor expressly waives, for the benefit of the ObligeeSecured Party, LP Acquisition Sub and any other Person, all rights to set-off amounts due by the Obligee, including its parent company, to the Principal, all counterclaims, offs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and and, except as expressly set forth herein, all other notices or demands of any kind or nature whatsoever with respect to the Principal's Secured Obligations, and all notices of acceptance of this Bond Agreement or of the existence, creation, incurring or assumption of new or additional obligationsSecured Obligations. Nothing The Obligor further expressly waives the benefit of any and all statutes of limitation and any and all laws providing for the exemption of property from execution or for valuation and appraisal upon foreclosure, to the maximum extent permitted by applicable law.
(e) The Obligor represents and warrants that it has reviewed and approved each of the Basic Documents and is fully familiar with the transactions contemplated by the each of the Basic Documents, and that it will in the future remain fully familiar with the business, operations and condition (financial and otherwise) of LP Acquisition Sub and its properties, with such transactions, and with any new, amended, modified, or supplemented Basic Documents and the transactions contemplated by such Basic Documents. The Obligor hereby expressly waives and relinquishes any duty on the part of the Secured Party or LP Acquisition Sub (should any such duty exist) to disclose to the Obligor any matter of fact or other information related to the business, operations or condition (financial or otherwise) of LP Acquisition Sub or its properties or to any Basic Document or the transactions undertaken pursuant to, or contemplated by, any Basic Document, whether now or in the future known by the Secured Party.
(f) The Obligor intends that its rights and obligations shall be those expressly set forth in this Bond willAgreement and that its obligations shall, to the maximum extent permitted by law, not be affected, limited, reduced, discharged or will be construed terminated by reason of any principles or applied to, modify provisions of law which conflict with the Principal's Obligationsterms of this Agreement.
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