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 Xxxxxx’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 unasserted indemnification and expense reimbursement claims) shall have been 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 Obligor or any of their respective assets in connection with this Guaranty or the performance by such other Obligor 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 Obligor 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 Collateral Agent now has or may hereafter have against Company or any other Obligor under the Loan Documents, and (c) any benefit of, and any right to participate in, any Collateral or security now or hereafter held by Collateral Agent under the Loan Documents. In addition, until the Guaranteed Obligations (other than contingent and unasserted indemnification and expense reimbursement claims) shall have been paid in full, in Cash, Guarantor shall withhold from exercising any right of contribution that Guarantor may have against any other Obligor. 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 Obligor, in each case pursuant to the Loan Documents, shall be junior and subordinate to any rights Collateral Agent may have against Company, to all right, title and interest Collateral Agent may have in any such Collateral or security, and to any right Collateral Agent may have against such other Obligor, 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 (other than contingent and unasserted indemnification and expense reimbursement claims) shall not have been paid in full, in Cash, such amount shall be held in trust for Collateral Agent on behalf of Secured Parties and shall forthwith be paid over ...
Guarantor’s Rights. (a) Borrower and NS Entities shall promptly notify Guarantor of any default of, or state of facts that would reasonably likely result in a default of, Borrower or NS Entities under any Loan Document.
(b) The Bank shall promptly notify Guarantor of any default of Borrower or NS Entities actually known by or reasonably believed to exist by Bank under any Loan Document.
(c) So long as Guarantor is not in default under the Guaranty Agreement, Guarantor shall have 60 days to cure, or cause to be cured, any default or non-compliance by Borrower or NS Entities of a failure to pay pursuant to Section 9(a), prior to Bank exercising its rights against Guarantor pursuant to the Guaranty Agreement.
(d) Upon an Event of Default by Borrower or NS Entities under any Loan Document, Guarantor shall have the right to terminate, or cause the termination of, the Lease Agreement by giving 30 days prior written notice to NSC and the Partnership. NSC and Partnership hereby agree to take the necessary and appropriate action to cause such termination upon receipt of such notice.
Guarantor’s Rights. Except as herein provided and provided that Borrower is not in default under the provisions of the Loan, the Debenture or any agreement related thereto, and Guarantor is not in default under the provisions of the Continuing Guarantee, the Debenture, or any agreements related thereto, Guarantor shall be entitled to receive and collect any and all cash dividends accruing with respect to the Stock held under this Agreement and shall have and retain all voting rights in connection therewith; provided, however, no dividends, salary or bonuses or any other amounts of any type or nature shall be paid, regardless of past practices, if the amount would materially threaten to impair Borrower's solvency or ability to meet all of its material obligations in the ordinary course of business.
Guarantor’s Rights. Guarantor’s rights are suspended
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 XXX 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 XXX Facility Lenders for any monies, security interests or other proceeds so realized.
Guarantor’s Rights. Notwithstanding anything to the contrary contained in this Article 12, in any claim by the Agent or any Lender against any Guarantor, nothing shall impair or prevent such Guarantor from asserting any set-off or counterclaim, claim or other right that the Borrowers may have against the Agent or any Lender and arising in respect of this Agreement.
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.
