Guarantor’s Rights Sample Clauses

Guarantor’s Rights. (a) Notwithstanding any provision herein to the contrary, the Guarantor shall have the right to enforce any of the provisions herein including ▇▇▇▇▇▇’s rights under the Loan Documents against the Lender and the Borrower. (b) Upon the occurrence of an Event of Default the Guarantor may enforce any rights accruing to it under the UCC Financing Statements. The Guarantor’s exercise of its rights under this Section 7.4(b) shall be subject to the provisions of Section 2.11 of the Agreement to Guarantee which provisions are hereby incorporated herein by this reference thereto; provided, however, that no provisions hereof in any way limits the Guarantor’s rights to administrative offset as provided under Federal law. (c) In the event that an Event of Default shall have occurred and be ongoing under this Loan Agreement and the Guarantor exercises its option to declare any funds which have been provided to the Borrower and the interest accrued thereon to be a Debt immediately payable in full to the Guarantor, the Guarantor may collect such funds by administrative offset against Federal program payments due to the Borrower. In instituting administrative offset, the Guarantor will transfer the Borrower from the advance payment method of payment of Federal program funds to a reimbursement payment basis so that the Borrower will only be permitted to receive credit against this Debt or payment of Federal funds on documented expenditures of institutional funds for program purposes. (d) In the event that the Guarantor seeks to collect due to an Event of Default above by administrative offset, as provided for in clause (c) above, the Borrower hereby waives both administrative and judicial review of the Guarantor’s use of administrative offset to collect such amounts as may be owed by the Borrower to the Guarantor. (e) In the event that the Guarantor seeks to collect due to an Event of Default, the Borrower shall be responsible for any legal fees and/or collection costs incurred by the Master Servicer/Trustee or the Federal government in the course of collecting the debt or in the course of any enforcement proceeding instituted by the Master Servicer/Trustee or the Federal government in its effort to collect this debt; waives the issuance of service of process upon the Borrower in any suit on this debt; and waives any venue requirement in such suit.

Guarantor’s Rights. Until the Secured Obligations have been irrevocably performed and paid in full and unless the Security Trustee (for itself and for and on behalf of the other Beneficiaries) otherwise directs, the Guarantor will not exercise any rights which it may have by reason of any amount being payable, or liability arising under this Guarantee: 7.1.1 to be indemnified by the Issuer; 7.1.2 to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Security Trustee or any of the other Beneficiaries under the Indenture or the Notes or of any other guarantee or security taken pursuant to, or in connection with, the Indenture, the Notes or the Local Law Security Agreements by the Security Trustee or any of the other Beneficiaries; 7.1.3 to exercise any right of set-off against the Issuer or any of the Beneficiaries; and/or 7.1.4 to claim or prove as a creditor of the Issuer in competition with the Security Trustee or any of the other Beneficiaries.

Guarantor’s Rights. By its acceptance of this Guaranty, the Buyer ------------------ agrees that the Guarantor shall have no greater liability to the Buyer than the Guarantor would have if it was a party to the Asset Purchase Agreement with joint and several liability for the obligations of the Sellers thereunder. Accordingly, the Guarantor shall have the right to avail itself of any and all defenses to and valid setoffs, counterclaims and claims of recoupment against any or all of the Guaranteed Obligations that may at any time be available to the Sellers. Notwithstanding the foregoing, the obligations of the Guarantor hereunder are independent of the obligations of the Sellers and a separate action or actions may be brought against the Guarantor regardless of whether action is brought against the Sellers or whether the Sellers will be joined in any such action or actions. The Guarantor waives any right to require the Buyer to proceed against the Sellers or to pursue any other remedy in the Buyer's power whatsoever.

Guarantor’s Rights. Until the Guaranteed Obligations (other than contingent and un-asserted indemnification and expense reimbursement claims) shall have been indefeasibly paid in full, in Cash, Guarantor hereby waives any claim, right or remedy, direct or indirect, that Guarantor now has or may hereafter have against Company or any other Loan Party or any of their respective assets in connection with this Guaranty or the performance by such other Loan Party of its obligations under the Loan Documents, as the case may be, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that Guarantor or any other Loan Party now has or may hereafter have against Company with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that Administrative Agent or any Lender now has or may hereafter have against Company or any other Person, and (c) any benefit of, and any right to participate in, any Collateral or security now or hereafter held by Administrative Agent or any Lender. In addition, until the Guaranteed Obligations (other than contingent and un-asserted indemnification and expense reimbursement claims) shall have been indefeasibly paid in full, in Cash, Guarantor shall withhold from exercising any right of contribution that Guarantor may have against any other Loan Party. Guarantor further agrees that, to the extent the waiver or agreement to withhold from exercising Guarantor’s rights set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any such rights that Guarantor may have against Company, any Collateral or security or any other Loan Party, in each case pursuant to the Loan Documents, shall be junior and subordinate to any rights Administrative Agent and/or any Lender may have against Company, to all right, title and interest Administrative Agent and/or any Lender may have in any such Collateral or security, and to any right Administrative Agent and/or any Lender may have against such other Loan Party, in each case pursuant to the Loan Documents. If any amount shall be paid to Guarantor on account of any such rights at any time when all Guaranteed Obligations then due and owing (other than contingent and un-asserted indemnification and expense reimbursement claims) shall not have been indefeasibly paid in ful...

Guarantor’s Rights. Notwithstanding the rights of the Master Servicer/Trustee set forth in Section 2.13, in the event of any enforcement or foreclosure on collateral set forth in Section 2.13, the Guarantor shall direct the Qualified Issuer to direct the Master Servicer/Trustee to do one of the following: (i) directly enforce the lien on or foreclose on any collateral; or (ii) assign to the Guarantor its rights to enforce the lien on or foreclose on the collateral pursuant to Section 2.13 in which case the Guarantor shall do whatever is necessary and proper to effectuate such enforcement; provided, however, that any such assignment of enforcement or foreclosure rights shall not necessitate a like assignment of the Bond Loan pursuant to Section 8.4 and, as such, shall not result in any termination or release of any other rights, duties or obligations of the Master Servicer/Trustee’s pursuant to the Bond Trust Indenture.‌

Guarantor’s Rights. The Guarantor shall be at liberty at all times to have recourse to and enforce all rights possessed by the Guarantor as surety or otherwise against the Company and others.

Guarantor’s Rights. Nothing in this Guarantee Agreement shall: (a) prejudice the rights of the Guarantor as between the Guarantor and the State or any other Public Sector Entity pursuant to the Indemnity Agreement or any other agreement between the Guarantor and the State or any other Public Sector Entity (whether in relation to the Project specifically or more generally); or (b) give the ▇▇▇ Facility Lenders any rights (by way of subrogation, operation of the Contracts (Rights of Third Parties) Act 1999 or otherwise) in respect of the Guarantor’s rights (or the way in which the Guarantor exercises or does not exercise its rights) under the Indemnity Agreement or any other agreements between the Guarantor and the State or any other Public Sector Entity; and the Guarantor shall be entitled to exercise such rights (set forth in subclause (a) and (b) above) as it may have against the State or any other Public Sector Entity as and when and in the manner it sees fit and without any obligation to account to the ▇▇▇ Facility Lenders for any monies, security interests or other proceeds so realized.

Guarantor’s Rights. Guarantor’s rights are suspended

Guarantor’s Rights. The Guarantor shall have the right to receive prompt written notice from the Lender in the event of any default by the Borrower under the terms of the Loan Agreement. The notice shall include details of the default, defaulted amount, and the actions required to cure the default. The Guarantor shall have the right to request and receive from the Lender information regarding the status of the Debtor's obligations under the Loan Agreement, including without limitation, updates on payments, outstanding balances, and any other relevant matters. The Guarantor shall have the right to assert any defenses, counterclaims, or cross-claims that the Debtor may have against the Creditor, including without limitation, any claim of fraud, misrepresentation, breach of contract, or violation of applicable law.