Authorization. The Loan Guarantors authorize the Secured Parties without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12), from time to time to: (a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered; (b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against; (c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party or others or otherwise act or refrain from acting; (d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties or other obligors; (e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Parties; (f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Secured Parties regardless of what liability or liabilities of such Borrower remain unpaid; (g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or (h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 6 contracts
Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals PLC)
Authorization. The Loan Guarantors authorize Each Parent Guarantor authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors any Parent Guarantor from their respective its liabilities under this Loan Guaranty.
Appears in 5 contracts
Samples: Credit Agreement (Tristar Aerospace Co), Credit Agreement (Pool Energy Services Co), Credit Agreement (Pool Energy Services Co)
Authorization. The Loan Guarantors authorize the Secured Parties Guarantor authorizes Agent and Lenders, without notice or demand (except as shall be required by applicable statute and cannot be waived)demand, and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) 2.6.1 change the manner, place place, or terms of payment of, and/or or change or extend the time of payment of, renew, increase, accelerate accelerate, or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty Agreement shall apply to the Guaranteed Obligations as so changed, extended, renewed renewed, or altered;
(b) 2.6.2 take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon upon, collect, settle, or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, secure the Obligations or howsoever securing, any of the Guaranteed Obligations or any liabilities (including any of those hereunderthe obligations of Guarantor under this Agreement) incurred directly or indirectly in respect thereof or hereof, and/or or any offset there againston account thereof;
(c) 2.6.3 exercise or refrain from exercising any rights against any Borrower, Borrower or any other Loan Party or others or otherwise act or refrain from actingguarantor;
(d) 2.6.4 release or substitute any one or more endorsers, guarantors, BorrowersBorrower, other Loan Parties or other obligors;
(e) 2.6.5 settle or compromise any of the Guaranteed Obligations, any security therefor therefor, or any liability (including any of those hereunderof Guarantor under this Agreement) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Partiescreditors;
(f) 2.6.6 apply any sums by whomsoever whomever paid or howsoever however realized to any liability or liabilities of any Borrower to the Secured Parties Agent and Lenders, regardless of what liability or liabilities of such Borrower remain unpaid;; and
(g) 2.6.7 consent to or waive any breach of, or any act, omission omission, or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify modify, or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 5 contracts
Samples: Master Loan Agreement, Master Loan Agreement (Carvana Co.), Master Loan Agreement (Carvana Co.)
Authorization. The Loan Guarantors authorize Company authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty the guaranty of the Company herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstagainst the Guaranteed Obligations or such liabilities;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties Borrowers or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Company or any Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Company from their respective its liabilities under this Section 15; it being understood that the foregoing shall not permit any action by the Administrative Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan GuarantyDocument.
Appears in 4 contracts
Samples: Credit Agreement (Regal Beloit Corp), Credit Agreement (Regal Beloit Corp), Credit Agreement (Regal Beloit Corp)
Authorization. The Loan Guarantors authorize Holdings authorizes the Secured Parties Guaranteed Creditors ------------- without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such Holdings or the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Holdings from their respective its liabilities under this Loan Guaranty.
Appears in 4 contracts
Samples: Credit Agreement (Wesley Jessen Visioncare Inc), Credit Agreement (Wesley Jessen Holding Inc), Credit Agreement (Nutraceutical International Corp)
Authorization. The Loan Each of the Guarantors authorize authorizes the Secured Financing Parties without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth hereunder, but in Section 10.12)any event subject to the terms under this Agreement and the Financing Documents, from time to time to:
(a) change upon the manneroccurrence of an Event of Default, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(cb) exercise or refrain from exercising any rights against any the Borrower, any other Loan Party itself or others or otherwise act or refrain from acting;
(dc) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Parties itself or other obligors;
(ed) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Parties;
(fe) apply any sums by whomsoever paid or howsoever realized to under or in connection with any liability or liabilities of any Borrower Financing Document to the Secured Parties Guaranteed Obligations regardless of what liability or liabilities of such the Borrower remain unpaid;
(gf) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Financing Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Financing Document or any of such other instruments or agreements; and/or
(hg) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors such Guarantor from their respective its liabilities under this Loan Guaranty.
Appears in 4 contracts
Samples: Credit Agreement (Nii Holdings Inc), Credit Agreement (Nii Holdings Inc), Credit Agreement (Nii Holdings Inc)
Authorization. The Loan Guarantors authorize Each U.S. Borrower authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(ai) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Relevant Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan U.S. Borrower Guaranty shall apply to the Relevant Guaranteed Obligations as so changed, extended, renewed or altered;
(bii) take and hold security for the payment of the Relevant Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Relevant Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(ciii) exercise or refrain from exercising any rights against any Borrower, any other Loan Guaranteed Party or others or otherwise act or refrain from acting;
(div) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties any Guaranteed Party or other obligors;
(ev) settle or compromise any of the Relevant Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower Guaranteed Party to its creditors other than the Secured PartiesGuaranteed Creditors;
(fvi) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower Guaranteed Party to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such Borrower Guaranteed Party remain unpaid;
(gvii) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Credit Document, any Hedge other Secured Debt Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Credit Document, or any Hedge other Secured Debt Agreement or any of such other instruments or agreements; and/or
(hviii) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors such Borrower from their respective its liabilities under this Loan U.S. Borrower Guaranty.
Appears in 4 contracts
Samples: Credit Agreement (Aleris Ohio Management, Inc.), Credit Agreement (Aleris Ohio Management, Inc.), Credit Agreement (Aleris Ohio Management, Inc.)
Authorization. The Loan Guarantors authorize Each Guarantor authorizes the Secured Parties Creditors without notice or demand (except as shall be required by applicable statute law and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties any Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured PartiesCreditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Secured Parties Creditors regardless of what liability or liabilities of such the Company or any Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors such Guarantor from their respective its liabilities under this Loan GuarantySection 12.
Appears in 4 contracts
Samples: Global Revolving Credit Agreement (Sealed Air Corp/De), Global Revolving Credit Agreement (Sealed Air Corp/De), Credit Agreement (Artesyn Technologies Inc)
Authorization. The Loan Guarantors authorize Each Guarantor authorizes the Secured Parties Administrative Agent and the Lenders without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may or subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured Partiescreditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Lenders regardless of what liability or liabilities of such Guarantor or the Borrower remain unpaid;; and/or
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 4 contracts
Samples: Secured Super Priority Debtor in Possession Revolving Credit Agreement (Kasper a S L LTD), Credit and Security Agreement (Amr Corp), Revolving Credit Agreement (Classic Cable Inc)
Authorization. The Loan Guarantors authorize Parent authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Parent Guaranty made shall apply to the such Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstagainst any thereof;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Credit Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, Agreement or any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, Agreement or any other Loan Document, any Hedge Agreement Credit Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Parent from their respective its liabilities under this Loan Parent Guaranty.
Appears in 4 contracts
Samples: Credit Agreement (Atwood Oceanics Inc), Credit Agreement (Atwood Oceanics Inc), Credit Agreement (Atwood Oceanics Inc)
Authorization. The Loan Guarantors authorize the Secured Parties without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.1210.13), from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrowerthe Borrowers, any other Loan Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, the Borrowers, other Loan Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower the Borrowers to its their creditors other than the Secured Parties;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower the Borrowers to the Secured Parties regardless of what liability or liabilities of such Borrower the Borrowers remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 4 contracts
Samples: Abl Credit Agreement (Party City Holdco Inc.), Abl Credit Agreement (Party City Holdco Inc.), Term Loan Credit Agreement (Party City Holdco Inc.)
Authorization. The Each Loan Guarantors authorize Guarantor authorizes the Secured Parties Administrative Agent without notice or demand (except as shall may be required by applicable statute Requirements of Law and to the extent the relevant requirement cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.123.15), from time to time time, subject to the Intercreditor Agreement and the terms of the referenced Loan Documents, to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsersendorser, guarantorsany guarantor, Borrowersany Borrower, any other Loan Parties or Party and/or any other obligorsobligor;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may and/or subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Parties;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Secured Parties regardless of what liability or liabilities of such any Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Loan Guaranty, the Credit Agreement, any other Loan Document, any Hedge Agreement with respect to any Secured Hedging Obligation or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Loan Guaranty, the Credit Agreement, any other Loan Document, any Hedge Agreement with respect to any Secured Hedging Obligation or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 4 contracts
Samples: First Lien Loan Guaranty (Cotiviti Holdings, Inc.), Second Lien Loan Guaranty (Cotiviti Holdings, Inc.), Second Lien Loan Guaranty (Cotiviti Holdings, Inc.)
Authorization. The Loan Guarantors authorize obligations of the Secured Parties without notice or demand (except as Parent Borrower under this Section 13 shall be required by applicable statute unconditional and canabsolute and, without limiting the generality of the foregoing, shall not be waived)released, and without affecting discharged or impairing its liability hereunder (except as set forth in Section 10.12), from time to time otherwise affected by any action taken by any Guaranteed Creditor to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Parent Borrower Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Parent Borrower Guaranty herein made shall apply to the Parent Borrower Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Parent Borrower Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Parent Borrower Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party Designated Subsidiary Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties any Designated Subsidiary Borrower or other obligors;
(e) settle or compromise any of the Parent Borrower Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Designated Subsidiary Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Designated Subsidiary Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such any Designated Subsidiary Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, Agreement or any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Parent Borrower from their respective its liabilities under this Loan Parent Borrower Guaranty.
Appears in 4 contracts
Samples: Credit Agreement (Endurance Specialty Holdings LTD), Credit Agreement (Endurance Specialty Holdings LTD), Credit Agreement (Endurance Specialty Holdings LTD)
Authorization. The Loan Guarantors authorize Each of the Secured Parties Parent, Arlington and GMSCII authorizes the Guaranteed Creditors without notice or demand (except as shall be required by applicable statute or this Agreement and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) in accordance with the terms and provisions of this Agreement and the other Credit Documents, change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Holdings Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Credit Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or any Other Hedging Agreement or any of the instruments or agreements referred to herein or therein, or or, pursuant to the terms of the Credit Documents, otherwise amend, modify or supplement this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or any Other Hedging Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Parent, Arlington or GMSCII from their respective its liabilities under this Loan Holdings Guaranty.
Appears in 3 contracts
Samples: Credit Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.), Credit Agreement (General Maritime Corp / MI)
Authorization. The Loan Guarantors authorize Each Guarantor authorizes the Secured Parties Lenders, without notice to or demand (except as shall be required further assent by applicable statute and cannot be waived)such Guarantor, and without affecting or impairing its any Guarantor's liability hereunder (except as set forth in Section 10.12regardless of whether any subrogation or similar right that such Guarantor may have or any other right or remedy of such Guarantor is extinguished or impaired), from time to time toto do any or all of the following:
(a) permit the Borrowers to increase or create Obligations, or terminate, release, compromise, subordinate, extend, accelerate or otherwise change the manneramount or time, manner or place or terms of payment of, and/or change or extend the time of rescind any demand for payment or acceleration of, renewthe Obligations or any part thereof, increase, accelerate consent or alter, any enter into supplemental loan agreements or otherwise amend the terms and conditions of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, Loan Documents or any liability incurred directly or indirectly in respect provision thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for Collateral from the payment of the Guaranteed Obligations Borrowers or any other Person, perfect or refrain from perfecting a Lien on such Collateral, and sell, exchange, releaseenforce, impairsubordinate, surrender, realize upon release (whether intentionally or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secureunintentionally), or howsoever securingtake or fail to take any other action in respect of, the Guaranteed Obligations any such Collateral or Lien or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstpart thereof;
(c) exercise in such manner and order as they elect in their sole discretion, fail to exercise, waive, suspend, terminate or refrain from exercising any rights against any Borrowersuffer expiration of, any other Loan Party of the remedies or others rights of the Lenders against the Borrowers or otherwise act any Guarantor in respect of any Obligation or refrain from actingany Collateral;
(d) release release, add or substitute settle with any one Guarantor or more endorsers, guarantors, Borrowers, other Loan Parties any Borrower in respect of the Guarantee or other obligorsthe Obligations;
(e) settle accept partial payments on the Obligations and apply any and all payments or compromise recoveries from any Guarantor or any Borrower or Collateral to such of the Guaranteed ObligationsObligations as Lenders may elect in their sole discretion, any security therefor whether or any liability (including any of those hereunder) incurred directly not such Obligations are secured or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Partiesguaranteed;
(f) apply refund at any sums time, at Lenders' sole discretion, any payments or recoveries received by whomsoever paid or howsoever realized to any liability or liabilities Lenders in respect of any Borrower to the Secured Parties regardless of what liability Obligations or liabilities of such Borrower remain unpaid;Collateral; and
(g) consent to or waive otherwise deal with any breach of, or any act, omission or default under, this AgreementBorrower, any other Loan Document, Guarantor and any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from Collateral as Lenders may elect in their respective liabilities under this Loan Guarantysole discretion.
Appears in 3 contracts
Samples: Credit Agreement (Decorative Home Accents Inc), Credit Agreement (Decorative Home Accents Inc), Credit Agreement (Decorative Home Accents Inc)
Authorization. The Loan Guarantors authorize obligations of the Secured Parties without notice or demand (except as Company under this Section 13 shall be required by applicable statute unconditional and canabsolute and, without limiting the generality of the foregoing, shall not be waived)released, and without affecting discharged or impairing its liability hereunder (except as set forth in Section 10.12), from time to time otherwise affected by any action taken by any Guaranteed Creditor to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party each Designated Subsidiary Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties each Designated Subsidiary Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any each Designated Subsidiary Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any each Designated Subsidiary Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such each Designated Subsidiary Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, Agreement or any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Company from their respective its liabilities under this Loan Guaranty.
Appears in 3 contracts
Samples: Credit Agreement (Partnerre LTD), Credit Agreement (Partnerre LTD), Credit Agreement (Partnerre LTD)
Authorization. The Loan Guarantors authorize the Secured Parties without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12), from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured Parties;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties regardless of what liability or liabilities of such the Borrower remain remains unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 3 contracts
Samples: Incremental Joinder to First Lien Credit Agreement (Post Holdings, Inc.), Second Lien Credit Agreement (Post Holdings, Inc.), First Lien Credit Agreement (Post Holdings, Inc.)
Authorization. The Loan Guarantors authorize Holdings authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Credit Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Holdings from their respective its liabilities under this Loan Guaranty.
Appears in 3 contracts
Samples: Credit Agreement (Universal Compression Inc), Credit Agreement (Power Ten), Credit Agreement (Universal Compression Holdings Inc)
Authorization. The Loan Guarantors authorize Holdings authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(ai) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Holdings Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(bii) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(ciii) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(div) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Credit Parties or other obligors;
(ev) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(fvi) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(gvii) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Credit Document, any Hedge Hedging Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Credit Document, any Hedge Hedging Agreement or any of such other instruments or agreements; and/or
(hviii) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Holdings from their respective its liabilities under this Loan Holdings Guaranty.
Appears in 3 contracts
Samples: Credit Agreement (Endeavour International Corp), Credit Agreement (Endeavour International Corp), Credit Agreement (Endeavour International Corp)
Authorization. The Loan Guarantors authorize Each of the Secured Parties Parent, Arlington and GMSC authorizes the Guaranteed Creditors without notice or demand (except as shall be required by applicable statute or this Agreement and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) in accordance with the terms and provisions of this Agreement and the other Credit Documents, change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Holdings Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Credit Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or any Other Hedging Agreement or any of the instruments or agreements referred to herein or therein, or or, pursuant to the terms of the Credit Documents, otherwise amend, modify or supplement this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or any Other Hedging Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Parent, Arlington or GMSC from their respective its liabilities under this Loan Holdings Guaranty.
Appears in 3 contracts
Samples: Credit Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.), Credit Agreement (General Maritime Corp / MI)
Authorization. The Loan Guarantors authorize Each Borrower authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Relevant Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Borrower Guaranty shall apply to the Relevant Guaranteed Obligations as so changed, extended, renewed renewed, increased or altered;
(b) take and hold security for the payment of the Relevant Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Relevant Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Relevant Guaranteed Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties any Relevant Guaranteed Party or other obligors;
(e) settle or compromise any of the Relevant Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower Relevant Guaranteed Party to its their respective creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower Relevant Guaranteed Party to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such Borrower Relevant Guaranteed Party remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or Other Hedging Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or Other Hedging Agreement or any of such other instruments or agreements; and/or
(h) take any other action which that would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors of, or a defense available to, such Borrower from their respective its liabilities under this Loan Borrower Guaranty.
Appears in 3 contracts
Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Authorization. The Loan Guarantors authorize U.S. Borrower, solely in its capacity as guarantor under this U.S. Borrower’s Guaranty, authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)solely under this U.S. Borrower’s Guaranty, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the U.S. Borrower Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan U.S. Borrower’s Guaranty made shall apply to the U.S. Borrower Guaranteed Obligations as so changed, extended, renewed renewed, increased or altered;
(b) take and hold security for the payment of the U.S. Borrower Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the U.S. Borrower Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any the European Borrower, the Canadian Borrower, any other Loan U.S. Borrower Guaranteed Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe European Borrower, the Canadian Borrower, any other Loan Parties U.S. Borrower Guaranteed Party or other obligors;
(e) settle or compromise any of the U.S. Borrower Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the European Borrower, the Canadian Borrower or any other U.S. Borrower Guaranteed Party to its their respective creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the European Borrower, the Canadian Borrower or any other U.S. Borrower Guaranteed Party to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the European Borrower, the Canadian Borrower or any other U.S. Borrower Guaranteed Party remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Interest Rate Protection Agreement or Other Hedging Agreement or any of the instruments or agreements referred to herein or thereintherein by any Credit Party or any other U.S. Borrower Guaranteed Party, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Interest Rate Protection Agreement or Other Hedging Agreement or any of such other instruments or agreementsagreements with any Credit Party or any other U.S. Borrower Guaranteed Party; and/or
(h) take any other action which that would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors U.S. Borrower from their respective its liabilities under this Loan U.S. Borrower’s Guaranty.
Appears in 3 contracts
Samples: Credit Agreement (Owens Corning), Credit Agreement (Owens Corning), Credit Agreement (Owens Corning)
Authorization. The Loan Guarantors authorize Parent Guarantor authorizes the Secured Parties Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Secured Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Parent Guaranty made shall apply to the Guaranteed such Secured Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Secured Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Secured Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstagainst any thereof;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Credit Parties or other obligors;
(e) settle or compromise any of the Guaranteed Secured Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesCreditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, Agreement or any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, Agreement or any other Loan Document, any Hedge Agreement Credit Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Parent Guarantor from their respective its liabilities under this Loan Parent Guaranty.
Appears in 3 contracts
Samples: Credit Agreement (Athena Spinco Inc.), Credit Agreement (Athena Spinco Inc.), Credit Agreement (Athena Spinco Inc.)
Authorization. The Loan Guarantors authorize the Secured Parties Lender without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.129.12), from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any of the Borrower, any other Loan Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its their creditors other than the Secured PartiesLender;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Lender regardless of what liability or liabilities of such the Borrower remain remains unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 3 contracts
Samples: Secured Seller Note Agreement (American Water Works Company, Inc.), Revolving Credit Agreement (Bakkt Holdings, Inc.), Secured Seller Note Agreement (American Water Works Company, Inc.)
Authorization. The Loan Guarantors authorize obligations of the Secured Parties without notice or demand (except as Company under this Article IX shall be required by applicable statute unconditional and canabsolute and, without limiting the generality of the foregoing, shall not be waived)released, and without affecting discharged or impairing its liability hereunder (except as set forth in Section 10.12), from time to time otherwise affected by any action taken by any Guaranteed Creditor to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst, except to the extent the Guaranteed Obligations have been paid;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Designated Subsidiary Account Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties any Designated Subsidiary Account Party or other obligorsobligor;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower Designated Subsidiary Account Party to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower Designated Subsidiary Account Party to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such Borrower any Designated Subsidiary Account Party remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Company from their respective its liabilities under this Loan Company Guaranty.
Appears in 3 contracts
Samples: Unsecured Revolving Credit and Letter of Credit Facility Agreement (Validus Holdings LTD), Three Year Unsecured Letter of Credit Facility Agreement (Validus Holdings LTD), Three Year Unsecured Letter of Credit Facility Agreement (Validus Holdings LTD)
Authorization. The Loan Guarantors authorize Each Guarantor authorizes the Secured Parties Administrative Agent without notice or demand (except as shall may be required by applicable statute Requirements of Law and to the extent the relevant requirement cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.123.15), from time to time time, subject to the terms of any applicable Acceptable Intercreditor Agreement then in effect and the terms of the referenced Loan Documents, to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsersendorser, guarantorsany guarantor, Borrowersthe Borrower, any other Loan Parties or Party and/or any other obligorsobligor;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may and/or subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured Parties;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Loan Guaranty, the Credit Agreement, any other Loan Document, any Hedge Agreement with respect to any Secured Hedging Obligation or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Loan Guaranty, the Credit Agreement, any other Loan Document, any Hedge Agreement with respect to any Secured Hedging Obligation or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 3 contracts
Samples: Loan Guaranty (Claros Mortgage Trust, Inc.), Loan Guaranty (Claros Mortgage Trust, Inc.), Loan Guaranty (Blackstone Mortgage Trust, Inc.)
Authorization. The execution, delivery and performance by the Borrower of each of the Loan Guarantors authorize Documents and the Secured Parties without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability borrowings hereunder (except as set forth in Section 10.12collectively, the "Transactions"), from time to time to:
(a) change the mannerhave been duly authorized by all requisite corporate and, place or terms of payment ofif required, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, stockholder action and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take will not (i) violate (A) any provision of law, statute, rule or regulation the violation of which could reasonably be expected to impair the validity and hold security for the payment enforceability of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon this Agreement or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party Document or others materially impair the rights of or otherwise act benefits available to the Banks under the Loan Documents, or refrain from acting;
(d) release of the certificate or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties articles of incorporation or other obligors;
(e) settle constitutive documents or compromise any by-laws of the Guaranteed Obligations, any security therefor Borrower or any liability Significant Subsidiary, (including B) any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment order of any liability (whether due Governmental Authority the violation of which could reasonably be expected to impair the validity or not) enforce ability of any Borrower to its creditors other than the Secured Parties;
(f) apply any sums by whomsoever paid this Agreement or howsoever realized to any liability or liabilities of any Borrower to the Secured Parties regardless of what liability or liabilities of such Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, or materially impair the rights of or benefits available to the Banks under the Loan Documents, or (C) any Hedge provision of any indenture or other material agreement or instrument evidencing or relating to borrowed money to which the Borrower or any Significant Subsidiary is a party or by which any of them or any of their property is or may be bound in a manner which could reasonably be expected to impair the validity and enforceability of this Agreement or any other Loan Document or materially impair the rights of or benefits available to the instruments Banks under the Loan Documents, (ii) be in conflict with, result in a breach of or agreements referred constitute (alone or with notice or lapse of time or both) a default under any such indenture, agreement or other instrument in a manner which could reasonably be expected to herein impair the validity and enforceability of this Agreement or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Document or any materially impair the rights of such other instruments or agreements; and/or
(h) take any other action which would, benefits available to the Banks under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities Documents or (iii) result in the creation or imposition under this Loan Guarantyany such indenture, agreement or other instrument of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrower.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Avista Corp), Revolving Credit Agreement (Washington Water Power Co), Revolving Credit Agreement (Avista Corp)
Authorization. The Loan Guarantors authorize Holdings authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such Holdings or the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Holdings from their respective its liabilities under this Loan Guaranty.
Appears in 3 contracts
Samples: Credit Agreement (Nutraceutical International Corp), Credit Agreement (Nutraceutical International Corp), Credit Agreement (Advanced Medical Inc)
Authorization. The Loan Guarantors authorize Holdings authorizes the Secured Parties without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty the Holdings Guarantee herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Credit Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower the Credit Parties to its their respective creditors other than the Secured Parties;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower Credit Party to the Secured Parties regardless of what liability or liabilities of such Borrower Holdings or the Credit Parties remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or;
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Holdings from their respective its liabilities under this Loan GuarantyHoldings Guarantee;
(i) release any collateral security for the Obligations; and/or
(j) change its corporate structure.
Appears in 3 contracts
Samples: Amendment No. 3 and Joinder Agreement (Intelsat S.A.), Amendment No. 2 and Joinder Agreement (Intelsat S.A.), Credit Agreement (Intelsat S.A.)
Authorization. The Loan Guarantors authorize Parent, solely in its capacity as guarantor under this Parent Guaranty, authorizes the Secured Parties Lender without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)solely under this Parent Guaranty, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Parent Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Parent Guaranty made shall apply to the Parent Guaranteed Obligations as so changed, extended, renewed renewed, increased or altered;
(b) take and hold security for the payment of the Parent Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Parent Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party TD International or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties TD International or other obligors;
(e) settle or compromise any of the Parent Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower TD International to its their respective creditors other than the Secured PartiesLender;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower TD International to the Secured Parties Lender regardless of what liability or liabilities of such Borrower TD International remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Document or any of the instruments or agreements referred to herein or thereintherein by any Borrower, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Document or any of such other instruments or agreementsagreements with any Borrower; and/or
(h) take any other action which that would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Parent from their respective its liabilities under this Loan Parent Guaranty.
Appears in 3 contracts
Samples: Credit Agreement (Twin Disc Inc), Credit Agreement (Twin Disc Inc), Credit Agreement (Twin Disc Inc)
Authorization. The Loan Guarantors authorize Prologis authorizes the Secured Credit Parties without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty the guaranty of Prologis herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties Borrowers or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Credit Parties;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Secured Credit Parties regardless of what liability or liabilities of such Prologis or any Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which that would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Prologis from their respective its liabilities under this Article XV; it being understood that the foregoing shall not permit any action by Global Administrative Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan GuarantyDocument. The Guaranteed Obligations shall not be affected by any acts of any Governmental Authority affecting any Borrower including any restrictions on the conversion of currency or repatriation or control of funds or any total or partial expropriation of any Borrower’s property, or by economic, political, regulatory or other events in the countries where any Borrower is located.
Appears in 3 contracts
Samples: Global Senior Credit Agreement (Prologis, L.P.), Global Senior Credit Agreement (Prologis, L.P.), Global Senior Credit Agreement (Prologis, L.P.)
Authorization. The Loan Guarantors authorize the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute or this Agreement and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) in accordance with the terms and provisions of this Agreement and the other Credit Documents, change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty made shall apply to the such Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Credit Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, Agreement or any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or therein, or or, pursuant to the terms of the Credit Documents, otherwise amend, modify or supplement this Agreement, Agreement or any other Loan Document, any Hedge Agreement Credit Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 3 contracts
Samples: Senior Secured, Super Priority Debtor in Possession Credit Agreement (Trico Marine Services Inc), Credit Agreement (Trico Marine Services Inc), Credit Agreement (Trico Marine Services Inc)
Authorization. The Loan Guarantors authorize Parent authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute or this Agreement and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) in accordance with the terms and provisions of this Agreement and the other Credit Documents, change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Parent Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Credit Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or any Other Hedging Agreement or any of the instruments or agreements referred to herein or therein, or or, pursuant to the terms of the Credit Documents, otherwise amend, modify or supplement this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or any Other Hedging Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Parent from their respective its liabilities under this Loan Parent Guaranty.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.)
Authorization. The Loan Guarantors authorize obligations of the Secured Parties without notice or demand (except as Company under this Article X shall be required by applicable statute unconditional and canabsolute and, without limiting the generality of the foregoing, shall not be waived)released, and without affecting discharged or impairing its liability hereunder (except as set forth in Section 10.12), from time to time otherwise affected by any action taken by any Guaranteed Creditor to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party Designated Subsidiary Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties any Designated Subsidiary Borrower or other obligorsobligor;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Designated Subsidiary Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Designated Subsidiary Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such any Designated Subsidiary Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, Agreement or any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Company from their respective its liabilities under this Loan Company Guaranty.
Appears in 3 contracts
Samples: Credit Agreement (Quanta Capital Holdings LTD), Credit Agreement (Quanta Capital Holdings LTD), Credit Agreement (Quanta Capital Holdings LTD)
Authorization. The Loan Guarantors authorize Each Guarantor authorizes the Secured Parties Beneficiary, without notice to or demand (except as shall be required further assent by applicable statute and cannot be waived)such Guarantor, and without affecting or impairing its such Guarantor’s liability hereunder (except as set forth in Section 10.12regardless of whether any subrogation or similar right that such Guarantor may have or any other right or remedy of such Guarantor is extinguished or impaired), from time to time to:
(a) permit the Company to increase or create Guarantied Obligations, or terminate, release, compromise, subordinate, extend, accelerate or otherwise change the manneramount or time, manner or place or terms of payment of, and/or change or extend the time of rescind any demand for payment or acceleration of, renew, increase, accelerate the Guarantied Obligations or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security thereforpart thereof, or otherwise amend the terms and conditions of this Agreement, the Notes or any liability incurred directly other Investment Document or indirectly in respect any provision thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security Collateral from the Company or any other Person for the payment of the Guaranteed Obligations Guarantied Obligations, perfect or refrain from perfecting a Lien on such Collateral, and sell, exchange, releaseenforce, impairsubordinate, surrender, realize upon release (whether intentionally or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secureunintentionally), or howsoever securingtake or fail to take any other action in respect of, the Guaranteed Obligations any such Collateral or Lien or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstpart thereof;
(c) exercise in such manner and order as it elects in its sole discretion, fail to exercise, waive, suspend, terminate or refrain from exercising any rights against any Borrowersuffer expiration of, any of the remedies or rights of the Beneficiary against the Company or any other Loan Party Obligor in respect of any Guarantied Obligations or others or otherwise act or refrain from actingany Collateral;
(d) release release, add or substitute settle with any one other Obligor in respect of this Guaranty, any Other Guaranty or more endorsers, guarantors, Borrowers, other Loan Parties or other obligorsthe Guarantied Obligations;
(e) settle accept partial payments on the Guarantied Obligations and apply any and all payments or compromise recoveries from any Obligor or Collateral to such of the Guaranteed ObligationsGuarantied Obligations as the Beneficiary may elect in its sole discretion, any security therefor whether or any liability (including any of those hereunder) incurred directly not such Guarantied Obligations are secured or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Partiesguaranteed;
(f) apply refund at any sums time, at the Beneficiary’s sole discretion, any payments or recoveries received by whomsoever paid or howsoever realized to any liability or liabilities the Beneficiary in respect of any Borrower to the Secured Parties regardless of what liability Guarantied Obligations or liabilities of such Borrower remain unpaid;any Collateral; and
(g) consent to or waive any breach of, or any act, omission or default under, this Agreementotherwise deal with the Company, any other Loan Document, Obligor and any Hedge Agreement or any of Collateral as the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan GuarantyBeneficiary may elect in its sole discretion.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Overhill Farms Inc), Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp)
Authorization. The Loan Guarantors authorize Each Guarantor authorizes the Secured Parties Purchaser, without notice to or demand (except as shall be required further assent by applicable statute and cannot be waived)such Guarantor, and without affecting or impairing its such Guarantor's liability hereunder (except as set forth in Section 10.12regardless of whether any subrogation or similar right that such Guarantor may have or any other right or remedy of such Guarantor is extinguished or impaired), from time to time to:
(a) permit the Issuers to increase or create Guarantied Obligations, or terminate, release, compromise, subordinate, extend, accelerate or otherwise change the manneramount or time, manner or place or terms of payment of, and/or change or extend the time of rescind any demand for payment or acceleration of, renew, increase, accelerate the Guarantied Obligations or alter, any of the Guaranteed Obligations part thereof (including any increase increasing or decrease in the principal amount thereof or decreasing the rate of interest or fees thereon), any security thereforor otherwise amend the terms and conditions of this Agreement, the Note or any liability incurred directly other Investment Document or indirectly in respect any provision thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for Collateral from the payment of the Guaranteed Obligations Issuers, any other Obligor or any other Person, perfect or refrain from perfecting a Lien on such Collateral, and sell, exchange, releaseenforce, impairsubordinate, surrender, realize upon release (whether intentionally or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secureunintentionally), or howsoever securingtake or fail to take any other action in respect of, the Guaranteed Obligations any such Collateral or Lien or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstpart thereof;
(c) exercise in such manner and order as it elects in its sole discretion (including any judicial or refrain from exercising non-judicial foreclosure of any rights against any Borrowerreal estate Collateral), fail to exercise, waive, suspend, terminate or suffer expiration of, any of the remedies or rights of the Purchaser against the Issuers or any other Loan Party Obligor in respect of any Guarantied Obligations or others or otherwise act or refrain from actingany Collateral;
(d) release release, add or substitute settle with any one or more endorsers, guarantors, Borrowers, other Loan Parties Issuer or other obligorsObligor in respect of this Guaranty, this Agreement, the Note, the other Investment Documents or the Guarantied Obligations;
(e) settle accept partial payments on the Guarantied Obligations and apply any and all payments or compromise recoveries from any Obligor or Collateral to such of the Guaranteed ObligationsGuarantied Obligations as the Purchaser may elect in its sole discretion, any security therefor whether or any liability (including any of those hereunder) incurred directly not such Guarantied Obligations are secured or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Partiesguaranteed;
(f) apply refund at any sums time, at the Purchaser's sole discretion, any payments or recoveries received by whomsoever paid or howsoever realized to any liability or liabilities the Purchaser in respect of any Borrower to the Secured Parties regardless of what liability Guarantied Obligations or liabilities of such Borrower remain unpaid;any Collateral; and
(g) consent to or waive any breach of, or any act, omission or default under, this Agreementotherwise deal with the Issuers, any other Loan Document, Obligor and any Hedge Agreement or any of Collateral as the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan GuarantyPurchaser may elect in its sole discretion.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Interdent Inc), Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp)
Authorization. The Loan Guarantors authorize Parent authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(ai) change the manner, place or terms of payment of, and/or change change, increase or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including including, without limitation, any increase or decrease in the principal amount thereof or the rate of interest thereon or fees thereon), any security therefor, the principal amount thereof) or any liability incurred directly or indirectly in respect thereof, and this Loan Parent Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed renewed, increased or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(cii) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(diii) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(eiv) settle or compromise any of the Guaranteed Obligations, any security therefor Obligations or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its their respective creditors other than the Secured PartiesGuaranteed Creditors;
(fv) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(gvi) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the agreements, instruments or agreements documents referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any such other Loan Document, any Hedge Agreement Documents or any of such other agreements, instruments or agreementsdocuments;
(vii) act or fail to act in any manner which may deprive the Parent of its right to subrogation against the Borrower to recover full indemnity for any payments made pursuant to this Parent Guaranty; and/or
(hviii) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Parent from their respective its liabilities under this Loan Parent Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Lorillard, Inc.), Credit Agreement (Lorillard, Inc.)
Authorization. The Loan Guarantors authorize Each Guarantor authorizes the Secured Parties Creditors without notice or demand (except as shall be required by applicable statute law and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesCreditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors such Guarantor from their respective its liabilities under this Loan GuarantySection 9.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Foster Wheeler Corp), Short Term Revolving Credit Agreement (Foster Wheeler Corp)
Authorization. The Loan Guarantors authorize Each Guarantor authorizes the Secured Parties Lender without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, manner or place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon)Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may or subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured Partiescreditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Lender regardless of what liability or liabilities of such Guarantor or the Borrower remain unpaid;; and/or
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Secured Super Priority Debtor in Possession Credit Agreement (Globalstar Lp), Secured Super Priority Debtor in Possession Credit Agreement (Globalstar Lp)
Authorization. The Loan Guarantors authorize the Secured Parties without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.1210.13), from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrowerthe Borrowers, any other Loan Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, the Borrowers, other Loan Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower the Borrowers to its their creditors other than the Secured Parties;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower the Borrowers to the Secured Parties regardless of what liability or liabilities of such Borrower the Borrowers remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Abl Credit Agreement (Am-Source, LLC), Term Loan Credit Agreement (Am-Source, LLC)
Authorization. The Loan Guarantors authorize Company authorizes the Secured Parties Administrative Agent and the Lenders without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)under this Article VII, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Subsidiary Borrowers or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Subsidiary Borrowers or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower the Subsidiary Borrowers to its their creditors other than the Secured PartiesLenders;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower the Subsidiary Borrowers to the Secured Parties Lenders regardless of what liability or liabilities of such Borrower the Subsidiary Borrowers remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Company from their respective its liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Kerr McGee Corp), Revolving Credit Agreement (Kerr McGee Corp)
Authorization. The Loan Guarantors authorize Each Subsidiary Guarantor authorizes the Secured Parties Administrative Agent and the Lenders without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantorsSubsidiary Guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may or subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured Partiescreditors;
(f) apply apply, subject to the other provisions of this Agreement, any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Lenders regardless of what liability or liabilities of such Subsidiary Guarantor or the Borrower remain unpaid;; and/or
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Friedmans Inc), Secured Debtor in Possession Credit Agreement (Friedmans Inc)
Authorization. The Loan Guarantors authorize Each Guarantor authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Relevant Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guarantor Guaranty shall apply to the Relevant Guaranteed Obligations as so changed, extended, renewed renewed, increased or altered;
(b) take and hold security for the payment of the Relevant Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Relevant Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Relevant Guaranteed Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties any Relevant Guaranteed Party or other obligors;
(e) settle or compromise any of the Relevant Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower Relevant Guaranteed Party to its their respective creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower Relevant Guaranteed Party to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such Borrower Relevant Guaranteed Party remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or Other Hedging Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or Other Hedging Agreement or any of such other instruments or agreements; and/or
(h) take any other action which that would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors of, or a defense available to, such Guarantor from their respective its liabilities under this Loan Borrower Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc), Credit Agreement (Starwood Hotel & Resorts Worldwide Inc)
Authorization. The Loan Guarantors authorize Each Parent Guarantor authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Parent Guaranty made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement any Credit Document (other than this Agreement, any other Loan Document, any Hedge Agreement ) or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors either Parent Guarantor from their respective its liabilities under this Loan Parent Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Noble Corp), Credit Agreement (Noble Corp)
Authorization. The Loan Guarantors authorize To the Secured Parties fullest extent permitted under law, the MLP authorizes the Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived)demand, and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Credit Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Credit Document, any Designated Interest Rate Protection Agreement, any Designated Hedge Agreement, any Designated Treasury Services Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Credit Document, any Designated Interest Rate Protection Agreement, any Designated Hedge Agreement, any Designated Treasury Services Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors MLP from their respective its liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (OCI Partners LP)
Authorization. The Loan Guarantors authorize Any Guaranteed Creditor may at any time and from time to time without the Secured Parties without consent of, or notice or demand to, any Guarantor (except as shall be required by applicable statute and cannot be waived), without incurring responsibility to such Guarantor, without impairing or releasing the obligations of such Guarantor hereunder, upon or without any terms or conditions and without affecting in whole or impairing its liability hereunder (except as set forth in Section 10.12), from time to time topart:
(a) change the manner, place or terms of payment of, and/or change change, increase or extend the time of payment of, renew, increase, accelerate renew or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereonthereon or the principal amount thereof), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, surrender, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party or others Guaranteed Party, any other Credit Party, any Subsidiary thereof or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, Guarantors, other guarantors, Borrowersany Borrower, any other Loan Parties Guaranteed Party, or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower or any other Guaranteed Party to its creditors of such Borrower or such other Guaranteed Party other than the Secured PartiesGuaranteed Creditors;
(f) except as otherwise expressly required by the Security Documents, apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower or any other Guaranteed Party to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such Borrower or such other Guaranteed Party remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreementany of the Designated Interest Rate Protection Agreements, any other Loan Documentthe Designated Treasury Services Agreements, any Hedge Agreement the Credit Documents or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreementany of the Designated Interest Rate Protection Agreements, any other Loan Document, any Hedge Agreement the Designated Treasury Services Agreements and the Credit Documents or any of such other instruments or agreements;
(h) act or fail to act in any manner which may deprive such Guarantor of its right to subrogation against any Borrower or any other Guaranteed Party to recover full indemnity for any payments made pursuant to this Guaranty; and/or
(hi) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors such Guarantor from their respective its liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: First Lien Subsidiaries Guaranty (PAE Inc), Second Lien Subsidiaries Guaranty (PAE Inc)
Authorization. The Loan Guarantors authorize Each Guarantor authorizes the Secured Parties Beneficiary, without notice to or demand (except as shall be required further assent by applicable statute and cannot be waived)such Guarantor, and without affecting or impairing its such Guarantor's liability hereunder (except as set forth in Section 10.12regardless of whether any subrogation or similar right that such Guarantor may have or any other right or remedy of such Guarantor is extinguished or impaired), from time to time to:
(a) permit the Company to increase or create Guarantied Obligations, or terminate, release, compromise, subordinate, extend, accelerate or otherwise change the manneramount or time, manner or place or terms of payment of, and/or change or extend the time of rescind any demand for payment or acceleration of, renew, increase, accelerate the Guarantied Obligations or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security thereforpart thereof, or otherwise amend the terms and conditions of this Agreement, the Note or any liability incurred directly other Investment Document or indirectly in respect any provision thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security Collateral from the Company or any other Person for the payment of the Guaranteed Obligations Guarantied Obligations, perfect or refrain from perfecting a Lien on such Collateral, and sell, exchange, releaseenforce, impairsubordinate, surrender, realize upon release (whether intentionally or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secureunintentionally), or howsoever securingtake or fail to take any other action in respect of, the Guaranteed Obligations any such Collateral or Lien or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstpart thereof;
(c) exercise in such manner and order as it elects in its sole discretion, fail to exercise, waive, suspend, terminate or refrain from exercising any rights against any Borrowersuffer expiration of, any of the remedies or rights of the Beneficiary against the Company or any other Loan Party Obligor in respect of any Guarantied Obligations or others or otherwise act or refrain from actingany Collateral;
(d) release release, add or substitute settle with any one other Obligor in respect of this Guaranty, any Other Guaranty or more endorsers, guarantors, Borrowers, other Loan Parties or other obligorsthe Guarantied Obligations;
(e) settle accept partial payments on the Guarantied Obligations and apply any and all payments or compromise recoveries from any Obligor or Collateral to such of the Guaranteed ObligationsGuarantied Obligations as the Beneficiary may elect in its sole discretion, any security therefor whether or any liability (including any of those hereunder) incurred directly not such Guarantied Obligations are secured or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Partiesguaranteed;
(f) apply refund at any sums time, at the Beneficiary's sole discretion, any payments or recoveries received by whomsoever paid or howsoever realized to any liability or liabilities the Beneficiary in respect of any Borrower to the Secured Parties regardless of what liability Guarantied Obligations or liabilities of such Borrower remain unpaid;any Collateral; and
(g) consent to or waive any breach of, or any act, omission or default under, this Agreementotherwise deal with the Company, any other Loan Document, Obligor and any Hedge Agreement or any of Collateral as the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan GuarantyBeneficiary may elect in its sole discretion.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp), Securities Purchase Agreement (Overhill Farms Inc)
Authorization. The Loan Guarantors authorize Company authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties Borrowers or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Company or any Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Company from their respective its liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Oshkosh Truck Corp), Credit Agreement (Oshkosh Truck Corp)
Authorization. The Loan Guarantors authorize Company authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty the guaranty herein made shall apply to the such Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the such Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party Subsidiary or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties Borrowers or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower Subsidiary to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower Subsidiary to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such Borrower the Company or any Subsidiary remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Company from their respective its liabilities under this guaranty; it being understood that the foregoing shall not permit any action by the Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan GuarantyDocument.
Appears in 2 contracts
Samples: Credit Agreement (Oshkosh Corp), Credit Agreement (Oshkosh Corp)
Authorization. The Loan Guarantors authorize Holdings authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth to the extent the same constitutes satisfaction in Section 10.12full of the Guaranteed Obligations), from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Holdings Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or alteredaltered (so long as otherwise undertaken in accordance with this Agreement);
(b) in each case, in accordance with and to the extent permitted by the Security Documents, take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Credit Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Parties;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or any of such other instruments or agreementsagreements (so long as otherwise undertaken in accordance with this Agreement); and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Holdings from their respective its liabilities under this Loan Holdings Guaranty.
Appears in 2 contracts
Samples: Credit Agreement and Subsidiaries Guaranty (Leap Wireless International Inc), Credit Agreement (Leap Wireless International Inc)
Authorization. The Loan Guarantors authorize Parent authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute or this Agreement and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) in accordance with the terms and provisions of this Agreement and the other Credit Documents, change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Parent Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Credit Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or any Other Hedging Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or any Other Hedging Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Parent from their respective its liabilities under this Loan Parent Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (General Maritime Corp / MI), Credit Agreement (General Maritime Corp / MI)
Authorization. The Loan Guarantors authorize Holdings authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Holdings Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Holdings Guaranty made shall apply to the Holdings Guaranteed Obligations as so changed, extended, renewed renewed, increased or altered;
(b) take and hold security for the payment of the Holdings Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Holdings Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any each Borrower, any other Loan Holdings Guaranteed Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowerseach Borrower, any other Loan Parties Holdings Guaranteed Party or other obligors;
(e) settle or compromise any of the Holdings Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of each Borrower or any Borrower other Holdings Guaranteed Party to its their respective creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of each Borrower or any Borrower other Holdings Guaranteed Party to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such Borrower or such other Holdings Guaranteed Party remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, Credit Document or any Hedge Post Petition Swap Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Credit Document, any Hedge Post Petition Swap Agreement or any of such other instruments or agreements; and/or
(h) take any other action which that would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Holdings from their respective its liabilities under this Loan Holdings Guaranty.
Appears in 2 contracts
Samples: Debtor in Possession Credit Agreement (Cooper-Standard Holdings Inc.), Debt Agreement (Cooper-Standard Holdings Inc.)
Authorization. The Loan Guarantors authorize Each of General Partner and Prologis authorizes the Secured Credit Parties without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty the guaranty of each of General Partner and Prologis herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties Borrowers or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Credit Parties;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Secured Credit Parties regardless of what liability or liabilities of such General Partner, Prologis or any Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which that would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors General Partner or Prologis from their respective its liabilities under this Article XV; it being understood that the foregoing shall not permit any action by Global Administrative Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan GuarantyDocument. The Guaranteed Obligations shall not be affected by any acts of any Governmental Authority affecting any Borrower including any restrictions on the conversion of currency or repatriation or control of funds or any total or partial expropriation of any Borrower’s property, or by economic, political, regulatory or other events in the countries where any Borrower is located.
Appears in 2 contracts
Samples: Global Senior Credit Agreement (Prologis, L.P.), Global Senior Credit Agreement (Prologis)
Authorization. The Loan Guarantors authorize To the fullest extent permitted under law, each Guarantor authorizes the Secured Parties without notice or demand (except as shall be required by applicable statute and cannot be waived)demand, and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time (but without obligation) to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Relevant Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Relevant Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Relevant Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Relevant Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrowerthe Issuer, any other Loan Party Guaranteed Party, or others any other Person or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Issuer, any other Loan Parties Guaranteed Party, any other Person or other obligors;
(e) settle or compromise any of the Relevant Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Parties;
(f) except as otherwise expressly required by the Security Agreements, apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Issuer or any Borrower other Guaranteed Party to the Secured Parties regardless of what liability or liabilities of the Issuer or such Borrower other Guaranteed Party remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this AgreementGuaranty, any other Loan Note Document, any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this AgreementGuaranty (subject to Section 14), any other Loan Document, any Hedge Agreement Note Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors such Guarantor from their respective its liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Guaranty Agreement (Marti Technologies, Inc.), Indenture (Marti Technologies, Inc.)
Authorization. The Loan Guarantors authorize Administrative Agent and the Secured Parties Creditors are hereby authorized, without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its the liability hereunder (except as set forth in Section 10.12)of the Parent Guarantor hereunder, from time to time to:
time, to (ai) renew, extend, accelerate or otherwise change the manner, place or terms of time for payment of, and/or change or extend the time of payment ofother terms relating to, renew, increase, accelerate or alter, any of the Guaranteed Obligations Obligations, or otherwise modify, amend or change (including any increase or decrease but only in accordance with the principal amount thereof terms thereof) the Credit Agreement or the rate of interest or fees thereonother Loan Documents (other than this Guaranty Agreement), any security therefor, or any liability incurred directly other promissory note or indirectly in respect thereofother agreement, document or instrument now or hereafter executed by the Borrower or the Parent Guarantor and this Loan Guaranty shall apply delivered to the Administrative Agent or any Lender; (ii) accept partial payments on the Guaranteed Obligations as so changed, extended, renewed or altered;
Obligations; (biii) take and hold security or collateral for the payment of this Guaranty Agreement, any other guarantees of the Guaranteed Obligations or other liabilities of the Borrower and the Guaranteed Obligations guaranteed hereby or thereby, and exchange, enforce, waive and release any such security or collateral; (iv) apply such security or collateral and direct the order or manner of sale thereof as in its discretion it may determine; and (v) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations and any security or collateral therefor in any manner, without affecting or impairing the obligations of the Parent Guarantor hereunder. At any time upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or any Lender may, in its sole discretion, without notice to the Parent Guarantor and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of the Guaranteed Obligations (i) any indebtedness due or to become due from the Administrative Agent or any Lender to the Parent Guarantor, and sell(ii) any monies, exchangecredits or other property belonging to the Parent Guarantor, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged held by or mortgaged to secure, or howsoever securing, coming into the Guaranteed Obligations possession of the Administrative Agent or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Parties;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Secured Parties regardless of what liability or liabilities of such Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan GuarantyLender.
Appears in 2 contracts
Samples: Parent Guaranty (RBC Bearings INC), Parent Guaranty (RBC Bearings INC)
Authorization. The Loan Guarantors authorize Each Guarantor authorizes the Secured Parties Lenders without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, manner or place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon)Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may or subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured Partiescreditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Lenders regardless of what liability or liabilities of such Guarantor or the Borrower remain unpaid;; and/or
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Secured Super Priority Debtor in Possession Credit Agreement (Globalstar Lp), Secured Super Priority Debtor in Possession Credit Agreement (Globalstar Telecommunications LTD)
Authorization. The Loan Guarantors authorize Parent authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any a Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Credit Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection or Other Hedging Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection or Other Hedging Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Parent from their respective its liabilities under this Loan Parent Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Hq Global Holdings Inc), Credit Agreement (Frontline Capital Group)
Authorization. The Loan Guarantors authorize Borrower explicitly authorizes and grants to Lender the Secured Parties ability for Lender (acting through any of its employees, attorneys or agents) at any time, at its option but without obligation, with or without notice or demand (except as shall be required by applicable statute and cannot be waived)to Borrower, and without affecting at Borrower's sole expense, to do any or impairing its liability hereunder (except as set forth all of the following, in Section 10.12), from time to time toXxxxxxxx's name or otherwise until all of the Obligations have been paid in full:
9.1.1. Receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all proceeds of any Collateral securing the Obligations or the proceeds thereof;
9.1.2. Take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon Xxxxxx’s Accounts;
9.1.3. With respect to any of the following established or issued for the benefit of Xxxxxxxx, either individually or as a member of a class or group, file any claim under (a) change the manner, place any bond or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold under any trust fund;
9.1.4. Pay any sums necessary to discharge any lien or encumbrance which is senior to Lender's security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with interest in any manner assets of Borrower, which sums shall be included as Obligations hereunder, and in any order any property by whomsoever at any time pledged connection with which sums the Late Charge shall accrue and shall be due and payable;
9.1.5. File in the name of Borrower or mortgaged to secureLender or both: (a) Mechanic’s lien or related notices, or howsoever securing(b) Claims under any payment bond, in connection with goods or services sold by Borrower in connection with the Guaranteed Obligations or any liabilities (including any improvement of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstrealty;
(c) exercise or refrain from exercising 9.1.6. Notify any rights against Payor obligated with respect to any BorrowerAccount, any other Loan Party or others or otherwise act or refrain from actingthat the underlying Account has been assigned to Lender by Borrower and that payment thereof is to be made to the order of and directly and solely to Lender;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties or other obligors;
(e) settle or compromise any of 9.1.7. Communicate directly with Xxxxxxxx’s Payors to verify the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, amount and may subordinate the payment of all or any part thereof to the payment validity of any liability (whether due or not) of any Borrower to its creditors other than the Secured PartiesAccount created by Xxxxxxxx;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Secured Parties regardless of what liability or liabilities of such Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Financing and Security Agreement (Vado Corp.), Financing and Security Agreement (Vado Corp.)
Authorization. The Loan Guarantors authorize obligations of the Secured Parties without notice or demand (except as Parent Borrower under this Article XII shall be required by applicable statute unconditional and canabsolute and, without limiting the generality of the foregoing, shall not be waived)released, and without affecting discharged or impairing its liability hereunder (except as set forth in Section 10.12), from time to time otherwise affected by any action taken by any Guaranteed Creditor to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party Arch Europe or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties Arch Europe or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower Arch Europe to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower Arch Europe to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such Borrower Arch Europe remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, Agreement or any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Parent Borrower from their respective its liabilities under this Loan Parent Borrower Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Arch Capital Group Ltd.), Credit Agreement (Arch Capital Group Ltd.)
Authorization. The Loan Guarantors authorize Holdings authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged US Mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Party of its Subsidiaries or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Parties any of its Subsidiaries or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower or any Borrower of its Subsidiaries to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrower or any Borrower of its Subsidiaries to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such Holdings, the Borrower or any of its Subsidiaries remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Holdings from their respective its liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Huntsman International LLC), Credit Agreement (Tioxide Americas Inc)
Authorization. The Loan Each of the Guarantors authorize authorizes the Secured Financing Parties without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth hereunder, but in Section 10.12)any event subject to the terms under this Agreement and the Financing Documents, from time to time to:
(a) change upon the manneroccurrence of an Event of Default, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(cb) exercise or refrain from exercising any rights against any the Borrower, any other Loan Party itself or others or otherwise act or refrain from acting;
(dc) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Parties itself or other obligors;
(ed) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Parties;
(fe) apply any sums by whomsoever paid or howsoever realized to under or in connection with any liability or liabilities of any Borrower Financing Document to the Secured Parties Guaranteed Obligations regardless of what liability or liabilities of such the Borrower remain unpaid;
(gf) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Financing Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Financing Document or any of such other instruments or agreements; and/or
(hg) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors such Guarantor from their respective its liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Nii Holdings Inc), Credit Agreement (Nii Holdings Inc)
Authorization. The Loan Guarantors authorize Each Guarantor authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty the Guarantee herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors any Guarantor from their respective its liabilities under this Loan GuarantyGuarantee.
Appears in 2 contracts
Samples: Senior Subordinated Credit Agreement (Alpine Group Inc /De/), Senior Subordinated Credit Agreement (Alpine Group Inc /De/)
Authorization. The Loan Guarantors authorize the Secured Parties without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12), from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrowerof the Borrowers, any other Loan Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, the Borrowers, other Loan Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower the Borrowers to its their creditors other than the Secured Parties;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower the Borrowers to the Secured Parties regardless of what liability or liabilities of such Borrower remain the Borrowers remains unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Allscripts Healthcare Solutions, Inc.), Second Lien Term Loan Agreement (Allscripts Healthcare Solutions, Inc.)
Authorization. The Loan Guarantors authorize the Secured Parties Each Guarantor authorizes each Beneficiary, without notice or demand (except as shall be required further assent by applicable statute and cannot be waived)such Guarantor, and without affecting or impairing its any Guarantor's liability hereunder (except as set forth in Section 10.12regardless of whether any subrogation or similar right that such Guarantor may have or any other right or remedy of such Guarantor is extinguished or impaired), from time to time toto do any or all of the following :
(a) permit the Company to increase or create Obligations, or terminate, release, compromise, subordinate, extend, accelerate or otherwise change the manneramount or time, manner or place or terms of payment of, and/or change or extend the time of rescind any demand for payment or acceleration of, renewthe Obligations or any part thereof, increase, accelerate consent or alter, any enter into supplemental indentures or otherwise amend the terms and conditions of the Guaranteed Obligations (including any increase Securities or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, this Indenture or any liability incurred directly or indirectly in respect provision thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;,
(b) take and hold security for any collateral from the payment of the Guaranteed Obligations Company or any other Person, perfect or refrain from perfecting a lien on any collateral, and sell, exchange, releaseenforce, impairsubordinate, surrender, realize upon release (whether intentionally or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secureunintentionally), or howsoever securingtake or fail to take any other action in respect of, the Guaranteed Obligations any collateral or lien or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstpart thereof;
(c) exercise in such manner and order as it elects in its sole discretion, fail to exercise, waive, suspend, terminate or refrain from exercising any rights against any Borrowersuffer expiration of, any of the remedies or rights of such Beneficiary against the Company or any other Loan Party Obligor in respect of any Obligations or others or otherwise act or refrain from actingany security;
(d) release release, add or substitute settle with any one Obligor in respect of the Obligor Guarantee or more endorsers, guarantors, Borrowers, other Loan Parties or other obligorsthe Obligations;
(e) settle accept partial payments on the Obligations and apply any and all payments or compromise any recoveries from such Obligor to such of the Guaranteed ObligationsObligations as any Beneficiary may elect in its sole discretion, any security therefor whether or any liability (including any of those hereunder) incurred directly not such Obligations are secured or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Partiesguaranteed;
(f) apply refund at any sums time, at such Beneficiary's sole discretion, any payments or recoveries received by whomsoever paid or howsoever realized to any liability or liabilities such Beneficiary in respect of any Borrower to the Secured Parties regardless of what liability or liabilities of such Borrower remain unpaid;Obligations; and
(g) consent to or waive any breach of, otherwise deal with the Company or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of Obligor as such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan GuarantyBeneficiary may elect in its sole discretion.
Appears in 2 contracts
Samples: Indenture (MGM Grand Inc), Indenture (MGM Grand Inc)
Authorization. The Loan Guarantors authorize Any Guaranteed Creditor may (to the Secured Parties without notice or demand (except as shall be required fullest extent permitted by applicable statute law) at any time and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12), from time to time in accordance with the applicable provisions of the Credit Agreement without the consent of, or notice to, Company, without incurring responsibility to Company and without impairing or releasing the obligations of Company under this Article XIV, upon or without any terms or conditions and in whole or in part:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereofthereof (other than any agreement between any Guaranteed Creditor and Company specifically modifying or amending the terms of this Article XIV), and this Loan Guaranty the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties any Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Secured Parties Guaranteed Creditors, regardless of what liability or liabilities of such Company or any Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreementsherein; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Company from their respective its liabilities under this Loan GuarantyArticle XIV.
Appears in 2 contracts
Samples: Credit Agreement (Ball Corp), Credit Agreement (Ball Corp)
Authorization. The execution, delivery and performance by each Borrower and each Guarantor of this Agreement and each of the other Loan Guarantors authorize Documents to which it is a party, the Secured Parties without notice or demand borrowings hereunder by each Borrower, the execution and delivery by each Borrower of the Notes and the grant of security interests in the Collateral created by the Security Documents (except as shall be required collectively, the "Transactions") and the consummation by applicable statute each Borrower, each Guarantor and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12), from time to time to:
each of their respective subsidiaries of the Related Transactions (a) change the mannerhave been duly authorized by all requisite corporate and, place or terms of payment ofif required, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, stockholder action and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment will not (i) violate (A) any provision of the Guaranteed Obligations and selllaw, exchangestatute, release, impair, surrender, realize upon rule or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged regulation applicable to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party Guarantor or others any of their respective subsidiaries or otherwise act the certificate or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties articles of incorporation or other obligors;
(e) settle applicable constitutive documents or compromise the by-laws of any Borrower, any Guarantor or any of their respective subsidiaries, as the Guaranteed Obligationscase may be, (B) any order of any court, or any rule, regulation or order of any other agency of government binding upon any Borrower, any security therefor Guarantor or any liability of their respective subsidiaries, or (including C) any provisions of any indenture, agreement or other instrument to which any Borrower, any Guarantor or any of those hereunder) incurred directly or indirectly in respect thereof or hereoftheir respective subsidiaries, and may subordinate the payment of all or any part thereof of their respective properties or assets are or may be bound (which violation would reasonably be expected to have a Material Adverse Effect), (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in (b)(i)(C) above which will remain in effect following the payment Initial Closing Date or (iii) result in the creation or imposition of any liability (whether due or not) Lien of any Borrower to its creditors nature whatsoever (other than in favor of the Agent, for the benefit of the Secured Parties;
(f, as contemplated by this Agreement and the Security Documents) apply upon any sums by whomsoever paid property or howsoever realized to any liability or liabilities assets of any Borrower to the Secured Parties regardless of what liability or liabilities of such Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this AgreementBorrower, any other Loan Document, any Hedge Agreement Guarantor or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guarantysubsidiaries.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Supermarket Cigarette Sales Inc), Revolving Credit Agreement (Jitney Jungle Stores of America Inc /Mi/)
Authorization. The Loan Guarantors authorize the Secured Parties without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12), from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any of the Borrower, any other Loan Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its their creditors other than the Secured Parties;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties regardless of what liability or liabilities of such the Borrower remain remains unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (PSAV, Inc.), First Lien Credit Agreement (PSAV, Inc.)
Authorization. The Loan Guarantors authorize Each Applicable Guarantor authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Holdings and Borrowers Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrowerthe Borrowers, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, the Borrowers, other Loan Credit Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower the Borrowers to its their creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower the Borrowers to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such Borrower the Borrowers remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or any Other Hedging Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or any Other Hedging Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors any Applicable Guarantor from their respective liabilities under this Loan Holdings and Borrowers Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (International Money Express, Inc.), Credit Agreement (Fintech Acquisition Corp. II)
Authorization. The Loan Guarantors authorize Euronav authorizes the Secured Parties Creditors without notice or demand (except as shall be required by applicable statute or this Agreement and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) in accordance with the terms and provisions of this Euronav Guaranty, the Credit Agreement and the other Credit Documents, change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Euronav Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Credit Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesCreditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Euronav Guaranty, the Credit Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or any Other Hedging Agreement or any of the instruments or agreements referred to herein or therein, or or, pursuant to the terms of the Credit Documents, otherwise amend, modify or supplement this Euronav Guaranty, the Credit Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or any Other Hedging Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Euronav from their respective its liabilities under this Loan GuarantyEuronav Guaranty or the Credit Agreement.
Appears in 2 contracts
Samples: Consent, Supplemental and Amendment Letter (Gener8 Maritime, Inc.), Consent, Supplemental and Amendment Letter (Gener8 Maritime, Inc.)
Authorization. The Loan Guarantors authorize the Secured Parties Each Guarantor authorizes each Beneficiary, without notice or demand (except as shall be required further assent by applicable statute and cannot be waived)such Guarantor, and without affecting or impairing its any Guarantor’s liability hereunder (except as set forth in Section 10.12regardless of whether any subrogation or similar right that such Guarantor may have or any other right or remedy of such Guarantor is extinguished or impaired), from time to time toto do any or all of the following:
(a) permit the Company to increase or create Obligations, or terminate, release, compromise, subordinate, extend, accelerate or otherwise change the manneramount or time, manner or place or terms of payment of, and/or change or extend the time of rescind any demand for payment or acceleration of, renewthe Obligations or any part thereof, increase, accelerate consent or alter, any enter into supplemental indentures or otherwise amend the terms and conditions of the Guaranteed Obligations (including any increase Securities or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, this Indenture or any liability incurred directly or indirectly in respect provision thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for any collateral from the payment of the Guaranteed Obligations Company or any other Person, perfect or refrain from perfecting a lien on any collateral, and sell, exchange, releaseenforce, impairsubordinate, surrender, realize upon release (whether intentionally or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secureunintentionally), or howsoever securingtake or fail to take any other action in respect of, the Guaranteed Obligations any collateral or lien or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstpart thereof;
(c) exercise in such manner and order as it elects in its sole discretion, fail to exercise, waive, suspend, terminate or refrain from exercising any rights against any Borrowersuffer expiration of, any of the remedies or rights of such Beneficiary against the Company or any other Loan Party Obligor in respect of any Obligations or others or otherwise act or refrain from actingany security;
(d) release release, add or substitute settle with any one Obligor in respect of the Obligor Guarantee or more endorsers, guarantors, Borrowers, other Loan Parties or other obligorsthe Obligations;
(e) settle accept partial payments on the Obligations and apply any and all payments or compromise any recoveries from such Obligor to such of the Guaranteed ObligationsObligations as any Beneficiary may elect in its sole discretion, any security therefor whether or any liability (including any of those hereunder) incurred directly not such Obligations are secured or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Partiesguaranteed;
(f) apply refund at any sums time, at such Beneficiary’s sole discretion, any payments or recoveries received by whomsoever paid or howsoever realized to any liability or liabilities such Beneficiary in respect of any Borrower to the Secured Parties regardless of what liability or liabilities of such Borrower remain unpaid;Obligations; and
(g) consent to or waive any breach of, otherwise deal with the Company or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of Obligor as such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan GuarantyBeneficiary may elect in its sole discretion.
Appears in 2 contracts
Samples: Indenture (Pinnacle Entertainment Inc), Indenture (Pinnacle Entertainment Inc)
Authorization. The execution, delivery and performance by the Borrower of each of the Loan Guarantors authorize Documents and the Secured Parties without notice or demand Borrowings (except as shall be required by applicable statute and cannot be waived)collectively, and without affecting or impairing its liability hereunder (except as set forth in Section 10.12), from time to time to:
the “Transactions”) (a) change the mannerhave been duly authorized by all requisite corporate and, place or terms of payment ofif required, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, stockholder action and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take will not (i) violate (A) any provision of law, statute, rule or regulation the violation of which could reasonably be expected to impair the validity and hold security for the payment enforceability of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon this Agreement or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party Document or others materially impair the rights of or otherwise act benefits available to the Banks under the Loan Documents, or refrain from acting;
(d) release of the certificate or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties articles of incorporation or other obligors;
(e) settle constitutive documents or compromise any bylaws of the Guaranteed Obligations, any security therefor Borrower or any liability Significant Subsidiary, (including B) any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment order of any liability (whether due Governmental Authority the violation of which could reasonably be expected to impair the validity or not) enforceability of any Borrower to its creditors other than the Secured Parties;
(f) apply any sums by whomsoever paid this Agreement or howsoever realized to any liability or liabilities of any Borrower to the Secured Parties regardless of what liability or liabilities of such Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, or materially impair the rights of or benefits available to the Banks under the Loan Documents, or (C) any Hedge provision of any indenture or other material agreement or instrument evidencing or relating to borrowed money to which the Borrower or any Significant Subsidiary is a party or by which any of them or any of their property is or may be bound in a manner which could reasonably be expected to impair the validity and enforceability of this Agreement or any other Loan Document or materially impair the rights of or benefits available to the instruments Banks under the Loan Documents, (ii) be in conflict with, result in a breach of or agreements referred constitute (alone or with notice or lapse of time or both) a default under any such indenture, agreement or other instrument in a manner which could reasonably be expected to herein impair the validity and enforceability of this Agreement or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Document or any materially impair the rights of such other instruments or agreements; and/or
(h) take any other action which would, benefits available to the Banks under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities Documents or (iii) result in the creation or imposition under this Loan Guarantyany such indenture, agreement or other instrument of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Avista Corp), Credit Agreement (Avista Corp)
Authorization. The Loan Guarantors authorize Parent Guarantor authorizes the Secured Parties Administrative Agent and the Banks without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) subject to the agreement of the Borrower, change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations indebtedness (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Parent Guaranty herein made shall apply to the Guaranteed Obligations indebtedness as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations indebtedness and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations indebtedness or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligationsindebtedness, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesBanks;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Banks regardless of what liability or liabilities of such the Parent Guarantor or the Borrower remain unpaid;; and/or
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise otherwise, with the agreement of the Borrower, amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Term Loan Agreement (Sullivan Graphics Inc), Term Loan Agreement (Acg Holdings Inc)
Authorization. The Loan Guarantors authorize the Secured Parties without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.1210.13), from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrowerthe Borrowers, any other Loan Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantorsGuarantors, the Borrowers, other Loan Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower the Borrowers to its their creditors other than the Secured Parties;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower the Borrowers to the Secured Parties regardless of what liability or liabilities of such Borrower the Borrowers remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Party City Holdco Inc.), Restructuring Support Agreement (Party City Holdco Inc.)
Authorization. The Each Loan Guarantors authorize Guarantor authorizes the Secured Parties Administrative Agent without notice or demand (except as shall may be required by applicable statute Requirements of Law and to the extent the relevant requirement cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.123.14), from time to time time, subject to the terms of the referenced Loan Documents (including the ABL Intercreditor Agreements), to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan ABL Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsersendorser, guarantorsany guarantor, Borrowersany Borrower, any other Loan Parties or Party and/or any other obligorsobligor;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may and/or subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Parties;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Secured Parties regardless of what liability or liabilities of such any Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this ABL Guaranty, the ABL Credit Agreement, any other Loan Document, any Hedge Agreement with respect to any Secured Hedging Obligation, any agreement with respect to Banking Services Obligations or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this ABL Guaranty, the ABL Credit Agreement, any other Loan Document, any Hedge Agreement with respect to any Secured Hedging Obligation, any agreement with respect to Banking Services Obligations or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan ABL Guaranty.
Appears in 2 contracts
Samples: Abl Credit Agreement (Hayward Holdings, Inc.), Abl Credit Agreement (Hayward Holdings, Inc.)
Authorization. The Loan Guarantors authorize Holdings authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Holdings Guaranty made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrowerthe Borrower or others, any other Loan Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Holdings from their respective its liabilities under this Loan Holdings Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Quality Distribution Inc), Credit Agreement (Quality Distribution Inc)
Authorization. The Loan Guarantors authorize Company authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties Borrowers or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Company or any Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Company from their respective its liabilities under this Guaranty; it being understood that the foregoing shall not permit any action by the Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan GuarantyDocument.
Appears in 2 contracts
Samples: Credit Agreement (Oshkosh Corp), Credit Agreement (Oshkosh Truck Corp)
Authorization. The Loan Guarantors authorize Each Note Guarantor authorizes the Secured Parties Collateral Agent without notice or demand (except as shall may be required by applicable statute Applicable Law and to the extent the relevant requirement cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.123.14), from time to time time, subject to each applicable Intercreditor Agreement and the terms of the referenced Finance Documents, to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security Lien therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Note Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or alteredaltered (but in any event subject to (x) any applicable limitation under Applicable Law set forth in Section 2.12 and/or Section 2.13, which agreement relating to the Guaranteed Obligations shall, if required by such Applicable Law, remain unchanged unless the relevant affected Note Guarantor otherwise provides its express consent in writing and (y) to the extent required by Applicable Law, the procurement of appropriate consents by the applicable governing body of such Note Guarantor and the taking of any other necessary corporate or similar organizational action;
(b) take and hold security any Lien for the payment of all or any part of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, all or any part of the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrowerthe Issuer, any other Loan Note Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsersendorser, guarantorsany guarantor, Borrowersthe Issuer, any other Loan Parties or Note Party and/or any other obligorsobligor;
(e) settle or compromise any of the Guaranteed Obligations, any security Lien therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may and/or subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower the Issuer to its creditors other than the Secured Parties;
(f) apply any sums sum by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower the Issuer to the Secured Parties regardless of what liability or liabilities of such Borrower the Issuer remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this AgreementNote Guaranty, the Note, any other Loan Finance Document, any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this AgreementNote Guaranty, the Note, any other Loan Finance Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Note Guarantors from their respective liabilities under this Loan Note Guaranty.
Appears in 2 contracts
Samples: Note Guaranty (Li-Cycle Holdings Corp.), Note Guaranty (Li-Cycle Holdings Corp.)
Authorization. The Loan Guarantors authorize Holdings authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed renewed, increased or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate substitute the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Holdings from their respective its liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (RBS Global Inc), Credit Agreement (Winfred Berg Licensco Inc)
Authorization. The Loan Guarantors authorize Each Guarantor authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute law and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrowerthe Borrower or others, any other Loan Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors any Guarantor from their respective its liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Centerpoint Energy Inc), Credit Agreement (Centerpoint Energy Inc)
Authorization. The Loan Guarantors authorize Company authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(ai) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty the guaranty of the Company herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(bii) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(ciii) exercise or refrain from exercising any rights against any Borrower, any other Loan Party Borrower or others or otherwise act or refrain from acting;
(div) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties Borrowers or other obligors;
(ev) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(fvi) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Company or any Borrower remain unpaid;
(gvii) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(hviii) take any other action which that would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Company from their respective its liabilities under this Article XI; it being understood that the foregoing shall not permit any action by the Administrative Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan GuarantyDocument.
Appears in 2 contracts
Samples: Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries Inc /De/)
Authorization. The Loan Guarantors authorize Holdings authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or Other Hedging Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Credit Document, any Hedge Interest Rate Protection Agreement or Other Hedging Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Holdings from their respective its liabilities under this Loan Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Marathon Power Technologies Co), Credit Agreement (Champion Aerospace Inc)
Authorization. The Loan Guarantors authorize Parent Guarantor authorizes the Secured Parties Administrative Agent and the other Creditors without notice or demand or consent (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, surrender, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others any other Person or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesCreditors, provided that the Creditors will not, without the prior written consent of the Parent Guarantor, contractually subordinate the payment of all or any part of the Guaranteed Obligations to any other creditor or creditors of the Borrower, provided further that if any consent required by the immediately preceding proviso is not obtained and contractual subordination as described therein is agreed to, then (x) any part of the Guaranteed Obligations not so subordinated will continue to be entitled to the full benefits of this Parent Guaranty and (y) with respect to any part of the Guaranteed Obligations so contractually subordinated, the Parent Guarantor will be relieved of its obligations hereunder only to the extent each establishes that it has been actually damaged by such contractual subordination;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Parent Guarantor from their respective its liabilities under this Loan GuarantySection 13.
Appears in 2 contracts
Samples: Credit Agreement (Eldertrust), Credit Agreement (Eldertrust)
Authorization. The Loan Guarantors authorize Parent authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Parent Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersany Borrower, other Loan Credit Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, Credit Document or any Hedge Other Hedging Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, Credit Document or any Hedge Other Hedging Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Parent from their respective its liabilities under this Loan Parent Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (SAExploration Holdings, Inc.), Credit Agreement (SAExploration Holdings, Inc.)
Authorization. The Loan Guarantors authorize Holdings authorizes the Secured Parties Lenders without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty the Holdings Guarantee herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesLenders;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Lenders regardless of what liability or liabilities of such Holdings or the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or;
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Holdings from their respective its liabilities under this Loan GuarantyHoldings Guarantee;
(i) release any collateral security for the Obligations; and/or
(j) change its corporate structure.
Appears in 2 contracts
Samples: Senior Unsecured Credit Agreement (Intelsat LTD), Senior Unsecured Credit Agreement (Intelsat LTD)
Authorization. The Loan Guarantors authorize Each Guarantor authorizes the Administrative ------------- Agent and the Secured Parties Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesBanks;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Creditors regardless of what liability or liabilities of such any Guarantor or the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors any Guarantor from their respective its liabilities under this Loan GuarantySection 14.
Appears in 2 contracts
Samples: Credit Agreement (Coinmach Laundry Corp), Credit Agreement (Coinmach Corp)
Authorization. The Loan Guarantors authorize the Each Junior Creditor authorizes each Pari Passu Secured Parties Party, without notice to or demand (except as shall be required further assent by applicable statute and cannot be waived)any Junior Creditor, and without affecting or impairing its any Junior Creditor's liability hereunder (except as set forth in Section 10.12regardless of whether any subrogation or similar right that such Junior Creditor may have or any other right or remedy of such Junior Creditor is extinguished or impaired or the ultimate recovery by any Junior Creditor is reduced or eliminated), from time to time to:
(a) permit the Company or any other Obligor to increase or create Senior Obligations, or terminate, release, compromise, subordinate, extend, accelerate or otherwise change the manneramount or time, manner or place or terms of payment of, and/or change or extend the time of rescind any demand for payment or acceleration of, renew, increase, accelerate the Senior Obligations or alter, any of the Guaranteed Obligations part thereof (including any increase increasing or decrease in the principal amount thereof or decreasing the rate of interest or fees thereon), or otherwise amend the terms and conditions of Common Terms Agreement, any security therefor, other Senior Document or any liability incurred directly or indirectly in respect provision thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for Senior Collateral from the payment of the Guaranteed Obligations Company or any other Person, perfect or refrain from perfecting a Lien on such Senior Collateral, and sell, exchange, releaseenforce, impairsubordinate, surrender, realize upon release (whether intentionally or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secureunintentionally), or howsoever securingtake or fail to take any other action in respect of, the Guaranteed Obligations any such Senior Collateral or Lien or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstpart thereof;
(c) exercise in such manner and order as it elects in its discretion, fail to exercise, waive, suspend, terminate or refrain from exercising any rights against any Borrowersuffer expiration of, any of the remedies or rights of such Pari Passu Secured Party against the Company or any other Loan Party Obligor or others or otherwise act or refrain from actingany Senior Collateral;
(d) release release, add or substitute settle with any one or more endorserssuch other Obligor in respect of any Guaranty, guarantors, Borrowers, other Loan Parties or other obligorsthe Senior Obligations;
(e) settle accept partial payments on the Senior Obligations and apply any and all payments or compromise recoveries from any Obligor or Senior Collateral to such of the Guaranteed ObligationsSenior Obligations as any Pari Passu Secured Party may elect in its discretion, any security therefor whether or any liability (including any of those hereunder) incurred directly not such Senior Obligations are otherwise secured or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Partiesguarantied;
(f) apply refund at any sums time, at such Pari Passu Secured Party's discretion, any payments or recoveries received by whomsoever paid or howsoever realized to any liability or liabilities such Pari Passu Secured Party in respect of any Borrower to the Secured Parties regardless of what liability Senior Obligations or liabilities of such Borrower remain unpaid;Senior Collateral; and
(g) consent to or waive any breach of, or any act, omission or default under, this Agreementotherwise deal with the Company, any other Loan Document, Obligor and any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of Senior Collateral as such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan GuarantyPari Passu Secured Party may elect in its sole discretion.
Appears in 1 contract
Samples: Common Terms Agreement (Velocom Inc)
Authorization. The Loan Guarantors authorize Guarantor authorizes the Secured Parties Administrative Agent and the Lenders without notice or demand (except (i) the Guarantor shall be provided prior notice of any change described in subsection (a) below, and (ii) as shall be required by applicable statute and cannot be waivedwaived or by any other provision of this Agreement or the other Loan Documents (including Section 9.01 of this Agreement)), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties or other obligors;
(ec) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesLenders;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Secured Parties regardless of what liability or liabilities of such Borrower remain unpaid;
(gd) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Document or any of such other instruments or agreements; and/or
(he) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Guarantor from their respective its liabilities under this Loan Guaranty.
Appears in 1 contract
Authorization. The Loan Guarantors authorize the Secured Parties Administrative Agent without notice or demand (except as shall may be required by applicable statute Requirements of Law and to the extent the applicable requirement cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time time, subject to any Acceptable Intercreditor Agreement then in effect and the terms of any applicable Loan Documents, to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Party or others or otherwise act or refrain from actingacting with respect to the Guaranteed Obligations;
(d) release or substitute any one or more endorsersendorser, guarantorsany guarantor, Borrowersthe Borrower, any other Loan Parties Party or any other obligorsobligor with respect to the Guaranteed Obligations;
(e) settle settle, compromise or compromise discharge any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured Parties;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties regardless of what liability or liabilities of such any Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Loan Guaranty, the Credit Agreement, any other Loan Document, any Hedge Agreement with respect to any Secured Hedging Obligations, any instrument or agreement relating to Banking Services Obligations or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Loan Guaranty, the Credit Agreement, any other Loan Document, any Hedge Agreement with respect to any Secured Hedging Obligations, any instrument or agreement relating to Banking Services Obligations or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 1 contract
Authorization. The Loan Guarantors authorize Each of Holdings and the Secured Parties Parent hereby authorizes the Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived)) , and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations indebtedness (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Guaranty the Guaranties herein made shall apply to the Guaranteed Obligations indebtedness as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations indebtedness and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations indebtedness or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligationsindebtedness, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such Holdings and the Parent or the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of Holdings and the Loan Guarantors Parent from their respective its liabilities under this Loan GuarantySection 13.
Appears in 1 contract
Samples: Credit Agreement (Aearo CO I)
Authorization. The Loan Guarantors authorize Holdings authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and to the extent permitted by applicable law, without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:: -(171-)
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Holdings Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against any the Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Parties or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Credit Document, any Hedge Agreement Hedging Obligation or any Cash Management Obligation in each case, constituting Secured Obligations, or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Hedging Obligation or any Cash Management Obligation or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Holdings from their respective its liabilities under this Loan GuarantyHoldings Guaranty (other than repayment or performance).
Appears in 1 contract
Authorization. The Loan Guarantors authorize Each Subsidiary Guarantor authorizes the Secured Parties DIP Agent and the Lenders without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrowers or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrowers or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower the Borrowers to its their creditors other than the Secured PartiesLenders;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower the Borrowers to the Secured Parties Lenders regardless of what liability or liabilities of such Borrower Subsidiary Guarantor or the Borrowers remain unpaid;; and/or
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 1 contract
Authorization. The Loan Guarantors authorize Company authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Canadian Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Company Guaranty made shall apply to the Canadian Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Canadian Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Canadian Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Canadian Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsersendorses, guarantors, Borrowers, other Loan Parties the Canadian Borrower or other obligors;
(e) settle or compromise any of the Canadian Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Canadian Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Canadian Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Canadian Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors any Company from their respective its liabilities under this Loan Company Guaranty.
Appears in 1 contract
Authorization. The Loan Guarantors authorize Holdings authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived)demand, and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations indebtedness (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations indebtedness as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations indebtedness and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations indebtedness or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties any Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligationsindebtedness, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such Borrower Holdings or the Borrowers remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Holdings from their respective its liabilities under this Loan GuarantySection 12.
Appears in 1 contract
Samples: Credit Agreement (Gleason Corp /De/)
Authorization. The Loan Guarantors authorize Parent Guarantor authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) subject to the agreement of the Borrower, change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Parent Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Parent Guarantor or the Borrower remain unpaid;; and/or
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or thereinherein, or otherwise otherwise, with the agreement of the Borrower, amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 1 contract
Samples: Credit Agreement (Acg Holdings Inc)
Authorization. The Loan Guarantors authorize Holdings authorizes the Administrative Agent and the Secured Parties Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesBanks;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Creditors regardless of what liability or liabilities of such Holdings or the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Holdings from their respective its liabilities under this Loan GuarantySection 13.
Appears in 1 contract
Samples: Credit Agreement (R&b Falcon Corp)
Authorization. The Loan Guarantors authorize Guarantor authorizes the Secured Parties Agent and the Lenders without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) subject to the agreement of the Borrower, change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations indebtedness (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan the Guaranty herein made shall apply to the Guaranteed Obligations indebtedness as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations indebtedness and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations indebtedness or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligationsindebtedness, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured PartiesLenders;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Lenders regardless of what liability or liabilities of such the Guarantor or the Borrower remain unpaid;; and/or
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Credit Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise otherwise, with the agreement of the Borrower, amend, modify or supplement this Agreement, any other Loan Document, any Hedge Credit Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan Guaranty.
Appears in 1 contract
Authorization. The Loan Guarantors authorize Holdings authorizes the Secured Parties Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, ) or any liability incurred directly or indirectly in respect thereof, and this Loan Holdings Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed renewed, increased or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Party the Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor Obligations or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its respective creditors other than the Secured PartiesGuaranteed Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties Guaranteed Creditors regardless of what liability or liabilities of such the Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Credit Document or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Holdings from their respective its liabilities under this Loan Holdings Guaranty.
Appears in 1 contract
Authorization. The Loan Guarantors authorize Each Guarantor authorizes the Secured Parties Lender, without notice to or demand (except as shall be required further assent by applicable statute and cannot be waived), such Guarantor and without affecting or impairing its such Guarantor’s liability hereunder (except as set forth in Section 10.12regardless of whether any subrogation or similar right that such Guarantor may have or any other right or remedy of such Guarantor is extinguished or impaired), from time to time to:
(a) terminate, release, compromise, subordinate, extend, accelerate or otherwise change the manneramount or time, manner or place or terms of payment of, and/or change or extend the time of rescind any demand for payment or acceleration of, renewthe Obligations or any part thereof, increase, accelerate or alter, any otherwise amend or waive the terms and conditions of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security thereforCredit Agreement, or any liability incurred directly or indirectly in respect provision thereof, and this Loan Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) take and hold security for the payment exercise, fail to exercise, waive, suspend, terminate or suffer expiration of any of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon remedies or otherwise deal with in rights of the Lender against any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations Borrower or any liabilities (including any of those hereunder) incurred directly or indirectly other Guarantor in respect thereof or hereofof any Obligations, and/or any offset there againstas the Lender may elect in its discretion;
(c) exercise release, partially release, add or refrain from exercising settle with any rights against Borrower or any BorrowerGuarantor, any other Loan Party whether expressly, by operation of law or others or otherwise act or refrain from actingwithout limitation otherwise;
(d) release accept partial payments on the Obligations and apply any and all payments or substitute recoveries from any one Borrower or more endorsers, guarantors, Borrowers, other Loan Parties or other obligorsany Guarantor to such of the Obligations as the Lender may elect in its discretion;
(e) settle or compromise refund at any time, at the discretion of the Guaranteed ObligationsLender, any security therefor payments or any liability (including any of those hereunder) incurred directly or indirectly recoveries received by the Lender in question as the case may be, in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to its creditors other than the Secured Parties;Obligations; and
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of otherwise deal with any Borrower to and any Guarantor as the Secured Parties regardless of what liability or liabilities of such Borrower remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors from their respective liabilities under this Loan GuarantyLender may elect in its discretion.
Appears in 1 contract
Authorization. The Loan Each of the Subsidiary Guarantors authorize authorizes the Secured Parties Agents, the Issuing Bank and the Banks without notice or demand (except as shall be required by applicable statute and cannot be waived)demand, and without affecting or impairing its their liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, alter any of the Guaranteed Obligations indebtedness (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Subsidiary Guaranty shall apply to the Guaranteed Obligations indebtedness as so changed, extended, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations indebtedness and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations indebtedness or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there againstthereagainst;
(c) exercise or refrain from exercising any rights against any Borrower, any other Loan Credit Party or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, Borrowers, other Loan Parties the Borrower or other obligors;
(e) settle or compromise any of the Guaranteed Obligationsindebtedness, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Borrower Credit Party to its creditors other than the Secured PartiesBanks;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower Credit Party to the Secured Parties Banks and the Issuing Bank regardless of what liability or liabilities of such Borrower remain the Subsidiary Guarantors or any other Credit Party remains unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement or any of the instruments or agreements referred to herein or thereinherein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement or any of such other instruments or agreements; and/or
(h) take any other action which that would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Subsidiary Guarantors from their respective liabilities under this Loan GuarantySection 14.
Appears in 1 contract
Authorization. The Loan Guarantors authorize Payment Guarantor authorizes the Secured Parties without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder (except as set forth in Section 10.12)hereunder, from time to time to:
(a1) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Loan Payment Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(b2) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c3) exercise or refrain from exercising any rights against any the Borrower, any other Loan Borrower Party or others or otherwise act or refrain from acting;
(d4) release or substitute any one or more endorsers, guarantors, Borrowersthe Borrower, other Loan Borrower Parties or other obligors;
(e5) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any the Borrower to its creditors other than the Secured Parties;
(f6) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any the Borrower to the Secured Parties regardless of what liability or liabilities of such the Borrower remain unpaid;
(g7) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Loan Document, any Hedge Agreement Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedge Agreement Document or any of such other instruments or agreements; and/or
(h) 8) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Loan Guarantors Payment Guarantor from their respective its liabilities under this Loan Payment Guaranty.
Appears in 1 contract