LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 5 contracts
Samples: Credit and Security Agreement (Interpharm Holdings Inc), Guaranty (Ramtron International Corp), Guaranty (Metretek Technologies Inc)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the BorrowerBorrowers. Whether or not any existing relationship between the Guarantor and the Borrower Borrowers has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the BorrowerBorrowers, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxxsue, the Borrower xxe Borrowers or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 4 contracts
Samples: Guaranty (Jakks Pacific Inc), Guaranty (Jakks Pacific Inc), Guaranty (Jakks Pacific Inc)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's ’s liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 3 contracts
Samples: Guaranty (Gvi Security Solutions Inc), Guaranty (Southwest Casino Corp), Guaranty (Southwest Casino Corp)
LENDER'S RIGHTS. The Lender Senior Parties shall not be obligated by reason of its acceptance of this Guaranty entitled to engage deal with the Senior Security as they see fit and nothing herein shall prevent, restrict or limit the Agent or the Lenders in any transactions with manner from exercising all or for any part of their rights and remedies otherwise permitted by applicable law upon any default under the BorrowerSenior Security. Whether Without limiting the generality of the foregoing:
(a) the Senior Parties, in their absolute discretion or not in the absolute discretion of any existing relationship between authorized officer or agent, and without diminishing the Guarantor and obligations of the Subordinate Parties hereunder, may grant time or other indulgences to the Borrower has been changed and any other Person or ended and whether Persons now or not this Guaranty has been revoked, hereafter liable to the Lender may enter into transactions resulting Senior Parties in the creation or continuance respect of the Indebtedness payment of the Senior Debt, and may otherwise agreegive up, consent to modify, vary, exchange, renew or suffer the creation or continuance of any abstain from taking advantage of the IndebtednessSenior Security in whole or in part and may discharge any part or parts of or accept any composition or arrangements or realize upon the Senior Security when and in such manner as the Senior Parties or any authorized officer or agent thereof may think expedient, without and in no such case shall the Senior Parties be responsible for any consent neglect or approval by the Guarantor and without any prior or subsequent notice omission with respect to the Guarantor. The Guarantor's liability Senior Security or any part thereof;
(b) no Subordinate Party shall not be affected released or impaired exonerated from its obligations hereunder by extension of time periods or any of the following acts or things (which the Lender is expressly authorized to doother forbearance whatsoever, omit or suffer from time whether as to time, both before and after revocation of this Guarantyperformance or otherwise or by any release, without consent discharge, loss or approval by alteration in or notice to the Guarantor): (i) dealing with all or any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all part of the Indebtedness; (ii) one Senior Debt and the Senior Security or more extensions by any failure or renewals delay in giving any notice required under this Agreement, the Credit Agreement or any other Credit Document or any part thereof, the waiver by the Senior Parties of compliance with any conditions precedent to any advance of funds, or by any modification or alteration of the Indebtedness (whether or not for longer than the original period) Credit Agreement or any modification other Credit Document or any part thereof, or by anything done, suffered or permitted by the Senior Parties, or as a result of the interest rates, maturities, if any, method or other contractual terms applicable to any of payment under the Indebtedness Senior Debt or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness Senior Security or any part thereof arose; (iii) or any waiver assignment or indulgence granted to the Borrower, other transfer of all or any delay or lack of diligence in the enforcement part of the Indebtedness Credit Agreement or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any other Credit Document of the Indebtedness; Senior Debt or any part thereof;
(ivc) the Senior Parties shall not be bound to seek or exhaust any full or partial release of, compromise or settlement with, or agreement not to xxx, recourse against the Borrower or any guarantor other Person or other person liable in respect of any against the property or assets of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, Borrower or any other foreclosure Person or enforcement against any security, guarantee or indemnity before being entitled to the benefit of the Subordinate Parties’ obligations hereunder and the Senior Parties may enforce the various remedies available to them and may realize upon the various security documents, guarantees and indemnities or realization onany part thereof, held by them in such order as the Senior Parties may determine appropriate in their sole discretion;
(d) the Senior Parties shall not be required to provide the Subordinate Parties with any collateral security; information relating to the financial condition of the Borrower;
(viiie) the Senior Parties shall not be required to xxxxxxxx in favour of the Subordinate Parties or any assignment, pledge other Person the Senior Security or any other securities or any moneys or other transfer of any assets which the Senior Parties may be entitled to receive or upon which the Senior Parties may have a claim; and
(f) the Senior Parties shall be entitled to advance their own money in their sole discretion in order to preserve or protect the assets of the Indebtedness Borrower or any evidence part thereof; (ix) any manner, order or method and all such sums advanced shall constitute part of application of any payments or credits upon the Indebtedness; Senior Debt and (x) any election shall be secured by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorSenior Security.
Appears in 3 contracts
Samples: First Supplemental Convertible Debenture Indenture (Mogo Inc.), Subordination Agreement (Mogo Inc.), Second Supplemental Convertible Debenture Indenture (Mogo Inc.)
LENDER'S RIGHTS. The (a) Lender may, (i) at any time during the continuance of an Event of Default in Lender’s own name or in the name of Borrower, communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender’s satisfaction, the existence, amount and terms of, and any other matter relating to, Accounts, Payment Intangibles, Instruments, Chattel Paper or other Collateral, and (ii) at any time after an Event of Default has occurred and is continuing and without prior notice to any Credit Party, notify Account Debtors and other Persons obligated on any Collateral that Lender has a security interest therein and that payments shall be made directly to Lender. Upon the request of Lender, Borrower shall so notify such Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral. Borrower hereby constitutes Lender or Lender’s designee as Borrower’s attorney with power to endorse Borrower’s name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral.
(b) Borrower shall remain liable under each Contract, Instrument and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract, Instrument or License (between any Credit Party and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated by reason of its acceptance of this Guaranty to engage in any transactions with manner (i) to perform or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of fulfill any of the Indebtednessobligations of Borrower, without (ii) to make any consent payment or approval by inquiry, or (iii) to take any action of any kind to collect, compromise or enforce any performance or the Guarantor payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, Instrument or License.
(c) Borrower and without each other Credit Party shall, with respect to each owned, leased, or controlled property, during normal business hours and upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any prior or subsequent notice and all times): (i) provide access to the Guarantor. The Guarantor's liability shall not be affected or impaired by such property to Lender and any of its officers, employees and agents, as frequently as Lender determines to be appropriate; (ii) permit Lender and any of its officers, employees and agents to inspect, audit and make extracts and copies (or take originals if reasonably necessary) from all of Borrower’s and such Credit Party’s Books and Records; and (iii) permit Lender to inspect, review, evaluate and make physical verifications and appraisals of the following acts or things Inventory and other Collateral in any manner and through any medium that Lender considers advisable, and Borrower and such Credit Party agree to render to Lender, at Borrower’s and such Credit Party’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto.
(which d) After the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause the certified public accountant then engaged by Borrower to prepare and deliver to Lender is expressly authorized to do, omit or suffer at any time and from time to time, both before and after revocation of this Guarantypromptly upon Lender’s request, without consent or approval by or notice to the Guarantor): following reports: (i) any acceptance a reconciliation of collateral security, guarantors, accommodation parties or sureties for any or all of the IndebtednessAccounts; (ii) one or more extensions or renewals an aging of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof aroseall Accounts; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtednesstrial balances; and (iv) test verifications of such Accounts as Lender may request. Borrower, at its own expense, shall cause its certified independent public accountants to deliver to Lender the results of any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower physical verifications of all or any guarantor or other person liable in respect of any portion of the Indebtedness; (v) any release, surrender, cancellation Inventory made or other discharge observed by such accountants when and if such verification is conducted. Lender shall be permitted to observe and consult with Borrower’s accountants in the performance of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorthese tasks.
Appears in 3 contracts
Samples: Loan and Security Agreement (FVA Ventures, Inc.), Loan and Security Agreement (FVA Ventures, Inc.), Loan and Security Agreement (FVA Ventures, Inc.)
LENDER'S RIGHTS. The Lender shall not be obligated by reason At any time and from time to time and without the consent of, or notice to, any Borrower, without incurring liability to any Borrower, and without impairing or releasing any Borrower’s liability for all or any part of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revokedTotal Indebtedness, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by take any of the following acts actions:
(a) Change the manner, place or things (which terms of payment, or change or extend the Lender is expressly authorized to dotime of payment of, omit or suffer from time to timerenew, both before and after revocation of this Guarantyincrease, without consent accelerate or approval by alter, all or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all part of the Total Indebtedness; (ii) one , any security for all or more extensions or renewals any part of the Indebtedness (whether or not for longer than the original period) Total Indebtedness, or any modification liability incurred directly or indirectly with respect to all or any part of the interest rates, maturities, if any, or other contractual terms applicable to any Total Indebtedness.
(b) Take and hold security for the payment of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the BorrowerTotal Indebtedness, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedingsand sell, file a claimexchange, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation realize upon or otherwise deal with in any manner and in any order any property pledged or mortgaged to secure all or any part of the Total Indebtedness.
(c) Exercise or refrain from exercising any rights against any Borrower or any of the Mortgaged Properties.
(d) Release or substitute any one or more endorsers, guarantors, or other discharge of obligors with respect to all or any evidence part of the Indebtedness Total Indebtedness.
(e) Settle or compromise all or any part of the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Total Indebtedness, or to see subordinate the payment of all or any part of the Total Indebtedness to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge payment of any collateral security; liability (viiwhether due or not) of any collection, sale, lease Borrower to its creditors other than Lender.
(f) Apply any sums realized to any liability or disposition liabilities of any Related Borrower or guarantor to Lender regardless of what liability or liabilities of the Borrowers or guarantor to Lender remain unpaid.
(g) Consent to or waive any breach by any Borrower of, or any other foreclosure act, omission or enforcement of default by any Borrower under this Agreement or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorTotal Loan Documents.
Appears in 2 contracts
Samples: Cross Collateralization Agreement (Strategic Student & Senior Housing Trust, Inc.), Cross Collateralization Agreement
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the BorrowerBorrowers. Whether or not any existing relationship between the Guarantor and the Borrower Borrowers has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's ’s liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the BorrowerBorrowers, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower Borrowers or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 2 contracts
Samples: Guaranty (Pacific Cma Inc), Guaranty (Pacific Cma Inc)
LENDER'S RIGHTS. The (a) Lender may, at any time in Lender’s own name or in the name of Borrower, (i) communicate with Account Debtors of Borrower or any of its Subsidiaries, parties to Contracts of Borrower or any of its Subsidiaries, and obligors in respect of Instruments or Chattel Paper of Borrower or any of its Subsidiaries or other Collateral to verify to Lender’s satisfaction the existence, amount, and terms of any such Accounts, Contracts, Instruments, Chattel Paper, or other Collateral, and (ii) at any time after the occurrence and during the continuance of a Default or an Event of Default (or if any rights of set-off (other than set-off against an Account arising under the Contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), and without prior notice to Borrower, notify such Account Debtors, other Persons obligated on the Collateral that Lender has a security interest therein, and that payments shall be made directly to Lender. Upon the request of Lender, Borrower shall so notify such Account Debtors and other Persons obligated on the Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, Borrower shall not give any contrary instructions to such Account Debtor or other Persons without Lender’s prior written consent.
(b) It is expressly agreed by each of Borrower and each of its Subsidiaries that such Person shall remain liable under each of its Contracts and Licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any other Person under any such Contract or License (between Borrower or any of its Subsidiaries and any Person other than Lender) by reason of or arising out of the execution, delivery, or performance of this Agreement, and Lender shall not be required or obligated by reason of its acceptance of this Guaranty to engage in any transactions with manner (i) to perform or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of fulfill any of the Indebtedness, without any consent obligations of Borrower or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of its Subsidiaries thereunder, (ii) to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the following acts payment of any amounts that may have been assigned to it or things to which it may be entitled at any time or times under or pursuant to any such Contract or License.
(c) Each of Borrower and each of its Subsidiaries shall, with respect to each of its owned, leased, or controlled properties or facilities, during normal business hours and upon reasonable advance notice (unless an Event of Default has occurred and is continuing, in which event no notice shall be required and Lender shall have access at any and all times): (i) provide access to such facilities or properties to Lender and any of its officers, employees, and agents, as frequently as Lender determines to be appropriate; (ii) permit Lender and any of its officers, employees, and agents to inspect, audit, and make extracts from all of such Person’s Books and Records; and (iii) permit Lender to inspect, review, evaluate, and make physical verifications and appraisals of such Person’s Inventory, Equipment and other Collateral in any manner and through any medium that Lender considers advisable, and each of Borrower and each of its Subsidiaries shall provide to Lender, at Borrower’s cost and expense, such clerical and other assistance as may be reasonably requested with respect thereto. Each of Borrower and each of its Subsidiaries shall make available to Lender and its counsel, as quickly as practicable under the circumstances, originals or copies of all of such Person’s Books and Records and any other instruments and documents that Lender is expressly authorized may request. Each of Borrower and each of its Subsidiaries shall deliver any document or instrument reasonably necessary for Lender, as it may from time to dotime request, omit to obtain records from any service bureau or suffer other Person that maintains records for Borrower or any of its Subsidiaries.
(d) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Lender at any time and from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): promptly upon Lender’s request: (i) any acceptance a reconciliation of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtednessits and its Subsidiaries’ Accounts; (ii) one or more extensions or renewals an aging of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof aroseall such Accounts; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtednesstrial balances; and (iv) test verifications of such Accounts as Lender may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Lender the results of (A) any full physical verifications of all or partial release ofany portion of its and its Subsidiaries’ Inventory made or observed by such accountants and (B) any verifications of its and its Subsidiaries’ Accounts, compromise or settlement with, or agreement not in each case when and if any such verifications are conducted. Lender shall be permitted to xxx, the observe and consult with Borrower or any guarantor of its Subsidiaries and Borrower’s certified public accountants in the performance of these tasks.
(e) Lender may exercise its rights under this Agreement and the other Loan Documents (i) without resistance or other person liable in respect interference by Borrower or any of its Subsidiaries except to the extent Borrower or such Subsidiary has valid defenses, and (ii) without payment of any of the Indebtedness; (v) any releaserent, surrender, cancellation license fee or other discharge compensation of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure kind to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; Borrower or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorits Subsidiaries.
Appears in 2 contracts
Samples: Loan and Security Agreement (Overhill Farms Inc), Loan and Security Agreement (Levine Leichtman Capital Partners Ii Lp)
LENDER'S RIGHTS. The (a) Lender may, (i) at any time in Lender's own name or in the name of any Borrower, communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender's satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper or other Collateral, and (ii) at any time and without prior notice to any Borrower or any other Credit Party, notify Account Debtors, parties to Contracts, and obligors in respect of Chattel Paper, Instruments, or other Collateral that the Collateral has been assigned to Lender and that payments shall be made directly to Lender. Upon the request of Lender, each Borrower shall so notify such Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral. Each Borrower hereby constitutes Lender or Lender's designee as such Borrower's attorney with power to endorse such Borrower's name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral.
(b) It is expressly agreed by each Borrower that, notwithstanding anything herein to the contrary, each Borrower shall remain liable under each Contract, Instrument and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract, Instrument or License (between any Borrower or any other Credit Party and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated by reason of its acceptance of this Guaranty to engage in any transactions with manner (i) to perform or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of fulfill any of the Indebtednessobligations of any Borrower, without (ii) to make any consent payment or approval by inquiry, or (iii) to take any action of any kind to collect, compromise or enforce any performance or the Guarantor payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, Instrument or License.
(c) Each Borrower and without each other Credit Party shall, with respect to each owned, leased, or controlled property or facility, during normal business hours and upon reasonable advance notice (unless a Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantorall times): (i) provide access to such facility or property to Lender and any acceptance of collateral securityits officers, guarantorsemployees and agents, accommodation parties or sureties for any or all of the Indebtednessas frequently as Lender determines to be appropriate; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to permit Lender and any of the Indebtedness its officers, employees and agents to inspect, audit and make extracts and copies (or any amendment or modification take originals if reasonably necessary) from all of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arosesuch Borrower's and such Credit Party's Books and Records; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.and
Appears in 2 contracts
Samples: Loan and Security Agreement (Nutrition for Life International Inc), Loan and Security Agreement (Advanced Nutraceuticals Inc/Tx)
LENDER'S RIGHTS. The Lender Senior Parties shall not be obligated by reason of its acceptance of this Guaranty entitled to engage deal with the Senior Security as they see fit and nothing herein shall prevent, restrict or limit the Agent or the Lenders in any transactions with manner from exercising all or for any part of their rights and remedies otherwise permitted by applicable law upon any default under the BorrowerSenior Security. Whether Without limiting the generality of the foregoing:
(a) the Senior Parties, in their absolute discretion or not in the absolute discretion of any existing relationship between authorized officer or agent, and without diminishing the Guarantor and obligations of the Subordinate Parties hereunder, may grant time or other indulgences to the Borrower has been changed and any other Person or ended and whether Persons now or not this Guaranty has been revoked, hereafter liable to the Lender may enter into transactions resulting Senior Parties in the creation or continuance respect of the Indebtedness payment of the Senior Debt, and may otherwise agreegive up, consent to modify, vary, exchange, renew or suffer the creation or continuance of any abstain from taking advantage of the IndebtednessSenior Security in whole or in part and may discharge any part or parts of or accept any composition or arrangements or realize upon the Senior Security when and in such manner as the Senior Parties or any authorized officer or agent thereof may think expedient, without and in no such case shall the Senior Parties be responsible for any consent neglect or approval by the Guarantor and without any prior or subsequent notice omission with respect to the Guarantor. The Guarantor's liability Senior Security or any part thereof;
(b) no Subordinate Party shall not be affected released or impaired exonerated from its obligations hereunder by extension of time periods or any of the following acts or things (which the Lender is expressly authorized to doother forbearance whatsoever, omit or suffer from time whether as to time, both before and after revocation of this Guarantyperformance or otherwise or by any release, without consent discharge, loss or approval by alteration in or notice to the Guarantor): (i) dealing with all or any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all part of the Indebtedness; (ii) one Senior Debt and the Senior Security or more extensions by any failure or renewals delay in giving any notice required under this Agreement, the Credit Agreement or any other Credit Document or any part thereof, the waiver by the Senior Parties of compliance with any conditions precedent to any advance of funds, or by any modification or alteration of the Indebtedness (whether or not for longer than the original period) Credit Agreement or any modification other Credit Document or any part thereof, or by anything done, suffered or permitted by the Senior Parties, or as a result of the interest rates, maturities, if any, method or other contractual terms applicable to any of payment under the Indebtedness Senior Debt or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness Senior Security or any part thereof arose; (iii) or any waiver assignment or indulgence granted to the Borrower, other transfer of all or any delay or lack of diligence in the enforcement part of the Indebtedness Credit Agreement or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any other Credit Document of the Indebtedness; Senior Debt or any part thereof;
(ivc) the Senior Parties shall not be bound to seek or exhaust any full or partial release of, compromise or settlement with, or agreement not to xxx, recourse against the Borrower or any guarantor other Person or other person liable in respect of any against the property or assets of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, Borrower or any other foreclosure Person or enforcement against any security, guarantee or indemnity before being entitled to the benefit of the Subordinate Parties’ obligations hereunder and the Senior Parties may enforce the various remedies available to them and may realize upon the various security documents, guarantees and indemnities or realization onany part thereof, held by them in such order as the Senior Parties may determine appropriate in their sole discretion;
(d) the Senior Parties shall not be required to provide the Subordinate Parties with any collateral security; information relating to the financial condition of the Borrower;
(viiie) the Senior Parties shall not be required to mxxxxxxx in favour of the Subordinate Parties or any assignment, pledge other Person the Senior Security or any other securities or any moneys or other transfer of any assets which the Senior Parties may be entitled to receive or upon which the Senior Parties may have a claim; and
(f) the Senior Parties shall be entitled to advance their own money in their sole discretion in order to preserve or protect the assets of the Indebtedness Borrower or any evidence part thereof; (ix) any manner, order or method and all such sums advanced shall constitute part of application of any payments or credits upon the Indebtedness; Senior Debt and (x) any election shall be secured by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorSenior Security.
Appears in 2 contracts
Samples: Subordination Agreement (Mogo Finance Technology Inc.), Convertible Debenture Indenture (Mogo Finance Technology Inc.)
LENDER'S RIGHTS. The (a) Lender may, (i) at any time in Lender's own name or in the name of any Borrower, communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender's satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper or other Collateral, and (ii) at any time and without prior notice to any Borrower or any other Credit Party, notify Account Debtors, parties to Contracts, and obligors in respect of Chattel Paper, Instruments, or other Collateral that the Collateral has been assigned to Lender and that payments shall be made directly to Lender. Upon the request of Lender, each Borrower shall so notify such Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral. Each Borrower hereby constitutes Lender or Lender's designee as such Borrower's attorney with power to endorse such Borrower's name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral.
(b) Each Borrower shall remain liable under each Contract, Instrument and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract, Instrument or License (between any Borrower or any other Credit Party and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated by reason of its acceptance of this Guaranty to engage in any transactions with manner (i) to perform or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of fulfill any of the Indebtednessobligations of any Borrower, without (ii) to make any consent payment or approval by inquiry, or (iii) to take any action of any kind to collect, compromise or enforce any performance or the Guarantor payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, Instrument or License.
(c) Each Borrower and without each other Credit Party shall, with respect to each owned, leased, or controlled property, during normal business hours and upon reasonable advance notice (unless a Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantorall times): (i) provide access to such property to Lender and any acceptance of collateral securityits officers, guarantorsemployees and agents, accommodation parties or sureties for any or all of the Indebtednessas frequently as Lender determines to be appropriate; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to permit Lender and any of the Indebtedness its officers, employees and agents to inspect, audit and make extracts and copies (or any amendment or modification take originals if reasonably necessary) from all of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arosesuch Borrower's and such Credit Party's Books and Records; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.and
Appears in 2 contracts
Samples: Loan and Security Agreement (Method Products Corp /De), Loan and Security Agreement (Edac Technologies Corp)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty Guarantee to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty Guarantee has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Guaranteed Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Guaranteed Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's ’ liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this GuarantyGuarantee, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantorsguarantor, accommodation parties or sureties for any or all of the Guaranteed Indebtedness; (ii) one or more extensions or renewals of the Guaranteed Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Guaranteed Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Guaranteed Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Guaranteed Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Guaranteed Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor Guarantor or other person liable in respect of any of the Guaranteed Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Guaranteed Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Guaranteed Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Guaranteed Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Guaranteed Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives waive any and all defenses and discharges available to a surety, guarantor Guarantor or accommodation co-obligor.
Appears in 2 contracts
LENDER'S RIGHTS. The Lender may at any time and from time to time without the consent of, or notice to, Guarantor, without incurring any responsibility to Guarantor and without impairing or releasing any of the obligations of Guarantor hereunder, upon or without any terms or conditions and in whole or in part:
(a) amend, modify, renew, supplement, extend (including extensions beyond the original term) or accelerate any of the Loan Documents, including without limitation, renew, alter or change the interest rate, manner, time, place or terms of payment or performance of any of the Guaranteed Obligations, or any liability incurred directly or indirectly in respect thereof, whereupon the guaranty herein made shall not apply to the Guaranteed Obligations as so changed, extended, renewed or altered; provided that no amendment or modification of the Recourse Provision shall be obligated by reason of its acceptance of this Guaranty to engage made without the Guarantor’s prior written consent;
(b) sell, exchange, release, surrender, and in any transactions manner and in any order realize upon or otherwise deal with the Premises or for any property at any time directly and absolutely assigned or pledged or mortgaged to secure the Borrower. Whether Loan;
(c) consent to the transfer of the Premises or not any existing relationship between the Guarantor and the Borrower has been changed portion thereof or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting any other Collateral described in the creation Loan Documents:
(d) exercise or continuance of refrain from exercising any rights or remedies available to Lender under the Indebtedness and may Loan Documents or pursuant to any applicable statute against Borrower or any other person (including Guarantor) or otherwise agreeact or refrain from acting with regard to the Loan Documents, consent to Guaranteed Obligations or suffer the creation this Agreement;
(e) settle or continuance of compromise any of the Indebtedness, without any consent security therefor or approval by any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or subordinate the Guarantor and without payment of all or any prior or subsequent notice part thereof to the Guarantor. The Guarantor's payment of any liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness Borrower (whether or not for longer then due) to creditors of Borrower other than the original periodLender and Guarantor;
(f) release or any modification of the interest rates, maturities, if any, or other contractual terms applicable to discharge Borrower from its liability under any of the Indebtedness Loan Documents or release or discharge Guarantor or any amendment endorser or modification any other party at any time directly or contingently, liable for the repayment of the Loan or any of Borrower’s other obligations under the Loan Documents;
(g) apply any sums in whatever manner paid or realized to any liability or liabilities of Borrower or Guarantor to Lender regardless of what liability or liabilities of Borrower or Guarantor remain unpaid;
(h) consent to or waive any breach of or any act, omission or default under the Loan Documents or accept partial performance of any of the terms obligations under this Agreement or provisions under any of any loan agreement the other Loan Documents; and/or
(i) sell, convey, participate or other agreement under which the Indebtedness assign all or any part thereof arose; (iii) any waiver or indulgence granted to of Lender’s interest in this Agreement and the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorLoan Documents.
Appears in 2 contracts
Samples: Recourse Guaranty Agreement (Kilroy Realty, L.P.), Recourse Guaranty Agreement (Kilroy Realty, L.P.)
LENDER'S RIGHTS. The Lender Senior Parties shall not be obligated entitled to deal with the Senior Security as they see fit and nothing herein shall prevent, restrict or limit the Agent or the Lenders in any manner from exercising all or any part of their rights and remedies otherwise permitted by reason applicable law upon any default under the Senior Security. Without limiting the generality of the foregoing:
(a) the Senior Parties, in their absolute discretion or in the absolute discretion of any authorized officer or agent, and without diminishing the obligations of the Subordinate Parties hereunder, may grant time or other indulgences to the Borrower or any of its acceptance of this Guaranty Subsidiaries and any other Person or Persons now or hereafter liable to engage the Senior Parties in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance respect of the Indebtedness payment of the Senior Debt, and may otherwise agreegive up, consent to modify, vary, exchange, renew or suffer the creation or continuance of any abstain from taking advantage of the IndebtednessSenior Security in whole or in part and may discharge any part or parts of or accept any composition or arrangements or realize upon the Senior Security when and in such manner as the Senior Parties or any authorized officer or agent thereof may think expedient, without and in no such case shall the Senior Parties be responsible for any consent neglect or approval by the Guarantor and without any prior or subsequent notice omission with respect to the Guarantor. The Guarantor's liability Senior Security or any part thereof;
(b) no Subordinate Party shall not be affected released or impaired exonerated from its obligations hereunder by extension of time periods or any of the following acts or things (which the Lender is expressly authorized to doother forbearance whatsoever, omit or suffer from time whether as to time, both before and after revocation of this Guarantyperformance or otherwise or by any release, without consent discharge, loss or approval by alteration in or notice to the Guarantor): (i) dealing with all or any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all part of the Indebtedness; (ii) one Senior Debt and the Senior Security or more extensions by any failure or renewals delay in giving any notice required under this Agreement, the Credit Agreement or any other Credit Document or any part thereof, the waiver by the Senior Parties of compliance with any conditions precedent to any advance of funds, or by any modification or alteration of the Indebtedness (whether or not for longer than the original period) Credit Agreement or any modification other Credit Document or any part thereof, or by anything done, suffered or permitted by the Senior Parties, or as a result of the interest rates, maturities, if any, method or other contractual terms applicable to any of payment under the Indebtedness Senior Debt or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness Senior Security or any part thereof arose; (iii) or any waiver assignment or indulgence granted to the Borrower, other transfer of all or any delay or lack of diligence in the enforcement part of the Indebtedness Credit Agreement or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any other Credit Document of the Indebtedness; Senior Debt or any part thereof;
(ivc) the Senior Parties shall not be bound to seek or exhaust any full or partial release of, compromise or settlement with, or agreement not to xxx, recourse against the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, its Subsidiaries or any other foreclosure Person or enforcement against the property or assets of the Borrower or realization onany of its Subsidiaries or any other Person or against any security, guarantee or indemnity before being entitled to the benefit of the Subordinate Parties’ obligations hereunder and the Senior Parties may enforce the various remedies available to them and may realize upon the various security documents, guarantees and indemnities or any collateral security; part thereof, held by them in such order as the Senior Parties may determine appropriate in their sole discretion;
(viiid) the Subordinate Parties are fully responsible for acquiring and updating information relating to the financial condition of the Borrower and each of its Subsidiaries and all circumstances relating to the payment or non-payment of the Subordinate Debt;
(e) the Senior Parties shall not be required to xxxxxxxx in favour of the Subordinate Parties or any assignment, pledge other Person the Senior Security or any other securities or any moneys or other transfer of any assets which the Senior Parties may be entitled to receive or upon which the Senior Parties may have a claim; and
(f) the Senior Parties shall be entitled to advance their own money in their sole discretion in order to preserve or protect the assets of the Indebtedness Borrower and each of its Subsidiaries or any evidence part thereof; (ix) any manner, order or method and all such sums advanced shall constitute part of application of any payments or credits upon the Indebtedness; Senior Debt and (x) any election shall be secured by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorSenior Security.
Appears in 2 contracts
Samples: Subordination Agreement (Mogo Inc.), Subordination Agreement (Mogo Inc.)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty may at any time and from time to engage in time without the consent of, or notice to, Guarantor, without incurring any transactions with or for the Borrower. Whether or not any existing relationship between the responsibility to Guarantor and the Borrower has been changed without impairing or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance releasing any of the Indebtedness obligations of Guarantor hereunder, upon or without any terms or conditions and may otherwise agreein whole or in part:
(a) amend, consent to modify, renew, supplement, extend (including extensions beyond the original term) or suffer accelerate any of the creation Loan Documents, including without limitation, renew, alter or continuance change the interest rate, manner, time, place or terms of payment or performance of any of the IndebtednessGuaranteed Obligations, without or any consent liability incurred directly or approval by indirectly in respect thereof, whereupon the Guarantor and without any prior or subsequent notice guaranty herein made shall apply to the Guarantor. The Guarantor's liability shall not be affected Guaranteed Obligations as so changed, extended, renewed or impaired by altered;
(b) sell, exchange, release, surrender, and in any manner and in any order realize upon or otherwise deal with the Mortgaged Property or any property at any time directly and absolutely assigned or pledged or mortgaged to secure the Loan;
(c) consent to the transfer of the following acts Mortgaged Property or things any portion thereof or any other Collateral (which as defined in the Mortgage) described in the Loan Documents;
(d) exercise or refrain from exercising any rights or remedies available to Lender is expressly authorized under the Loan Documents or pursuant to doany applicable statute against Borrower or any other person (including Guarantor) or otherwise act or refrain from acting with regard to the Loan Documents, omit Guaranteed Obligations or suffer from time to time, both before and after revocation of this Guaranty, without consent ;
(e) settle or approval by or notice to the Guarantor): (i) compromise any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (as defined in the Mortgage), any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or subordinate the payment of all or any part thereof to the payment of any liability of Borrower (whether or not for longer then due) to creditors of Borrower other than the original periodLender and Guarantor;
(f) release or any modification of the interest rates, maturities, if any, or other contractual terms applicable to discharge Borrower from its liability under any of the Indebtedness Loan Documents or release or discharge any Guarantor or endorser or any amendment other party at any time directly or modification contingently, liable for the repayment of the Loan or any of Borrower’s other obligations under the Loan Documents;
(g) apply any sums in whatever manner paid or realized to any liability or liabilities of Borrower or Guarantor to the Lender regardless of what liability or liabilities of Borrower or Guarantor remain unpaid;
(h) consent to or waive any breach of or any act, omission or default under the Loan Documents or accept partial performance of any of the terms obligations under this Guaranty or provisions under any of any loan agreement the other Loan Documents; and/or
(i) sell, convey, participate or other agreement under which the Indebtedness assign all or any part thereof arose; (iii) any waiver or indulgence granted to of Lender’s interest in this Guaranty and the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorLoan Documents.
Appears in 2 contracts
Samples: Guaranty of Payment and Completion (Trinity Place Holdings Inc.), Guaranty of Payment and Completion (Trinity Place Holdings Inc.)
LENDER'S RIGHTS. The (a) Lender may, (i) at any time in Lender’s own name or in the name of Borrower, communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender’s satisfaction, the existence, amount and terms of, and any other matter relating to, Accounts, Payment Intangibles, Instruments, Chattel Paper or other Collateral, and (ii) at any time after a Default has occurred and is continuing and without prior notice to Borrower, notify Account Debtors and other Persons obligated on any Collateral that Lender has a security interest therein and that payments shall be made directly to Lender. Upon the request of Lender, Borrower shall so notify such Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral. Borrower hereby constitutes Lender or Lender’s designee as Borrower’s attorney with power to endorse Borrower’s name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral.
(b) Borrower shall remain liable under each Contract, Instrument and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract, Instrument or License (between Borrower and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated by reason of its acceptance of this Guaranty to engage in any transactions with manner (i) to perform or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of fulfill any of the Indebtednessobligations of Borrower, without (ii) to make any consent payment or approval by inquiry, or (iii) to take any action of any kind to collect, compromise or enforce any performance or the Guarantor payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, Instrument or License.
(c) Borrower shall, with respect to each owned, leased, or controlled property, during normal business hours and without upon reasonable advance notice (unless a Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any prior or subsequent notice and all times): (i) provide access to the Guarantor. The Guarantor's liability shall not be affected or impaired by such property to Lender and any of its officers, employees and agents, as frequently as Lender determines to be appropriate; (ii) permit Lender and any of its officers, employees and agents to inspect, audit and make extracts and copies (or take originals if reasonably necessary) from all of Borrower’s Books and Records; and (iii) permit Lender to inspect, review, evaluate and make physical verifications and appraisals of the following acts or things Inventory and other Collateral in any manner and through any medium that Lender considers advisable, and Borrower agrees to render to Lender, at Borrower’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto.
(which d) After the occurrence and during the continuance of a Event of Default, Borrower, at its own expense, shall cause the certified public accountant then engaged by Borrower to prepare and deliver to Lender is expressly authorized to do, omit or suffer at any time and from time to time, both before and after revocation of this Guarantypromptly upon Lender’s request, without consent or approval by or notice to the Guarantor): following reports: (i) any acceptance a reconciliation of collateral security, guarantors, accommodation parties or sureties for any or all of the IndebtednessAccounts; (ii) one or more extensions or renewals an aging of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof aroseall Accounts; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtednesstrial balances; and (iv) test verifications of such Accounts as Lender may request. Borrower, at its own expense, shall cause its certified independent public accountants to deliver to Lender the results of any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower physical verifications of all or any guarantor or other person liable in respect of any portion of the Indebtedness; (v) any release, surrender, cancellation Inventory made or other discharge observed by such accountants when and if such verification is conducted. Lender shall be permitted to observe and consult with Borrower’s accountants in the performance of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorthese tasks.
Appears in 2 contracts
Samples: Loan and Security Agreement (Charys Holding Co Inc), Loan and Security Agreement (Charys Holding Co Inc)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the BorrowerBorrower (except for the execution of the Note). Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revokedended, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxxsue, the Borrower or any guarantor or other person liable in respect of respecx xf any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxxsue, the Borrower or any guarantor anx xuarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
LENDER'S RIGHTS. The (a) Lender may, (i) at any time in Lender's own name or in the name of any Credit Party, communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender's satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper or other Collateral, and (ii) at any time following the occurrence of a Default and without prior notice to Borrower or any other Credit Party, notify Account Debtors, parties to Contracts, and obligors in respect of Chattel Paper, Instruments, or other Collateral that the Collateral has been assigned to Lender and that payments shall be made directly to Lender. Upon the request of Lender, each Credit Party shall so notify such Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral. Each Credit Party hereby constitutes Lender or Lender's designee as such Credit Party's attorney with power to endorse such Credit Party's name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral.
(b) It is expressly agreed by Borrower that, notwithstanding anything herein to the contrary, Borrower shall remain liable under each Contract, Instrument and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract, Instrument or License (between Borrower or any other Credit Party and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated by reason of its acceptance of this Guaranty to engage in any transactions with manner (i) to perform or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of fulfill any of the Indebtednessobligations of Borrower, without (ii) to make any consent payment or approval by inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the Guarantor payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, Instrument or License.
(c) Borrower and without each other Credit Party shall, with respect to each owned, leased, or controlled property or facility, during normal business hours and upon reasonable advance notice (unless a Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantorall times): (i) provide access to such facility or property to Lender and any acceptance of collateral securityits officers, guarantorsemployees and agents, accommodation parties or sureties for any or all of the Indebtednessas frequently as Lender determines to be appropriate; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to permit Lender and any of the Indebtedness or any amendment or modification its officers, employees and agents to inspect, audit and make extracts from all of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof aroseBorrower's and such Credit Party's Books and Records; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.and
Appears in 1 contract
Samples: Loan and Security Agreement (Sentry Technology Corp)
LENDER'S RIGHTS. The Lender may at any time and from time to time without the consent of, or notice to, Guarantor, without incurring any responsibility to Guarantor and without impairing or releasing any of the obligations of Guarantor hereunder, upon or without any terms or conditions and in whole or in part:
(a) amend, modify, renew, supplement, extend (including extensions beyond the original term) or accelerate any of the Loan Documents, including without limitation, renew, alter or change the interest rate, manner, time, place or terms of payment or performance of any of the Construction Obligations, or any liability incurred directly or indirectly in respect thereof, whereupon the guaranty herein made shall not be obligated by reason of its acceptance of this Guaranty apply to engage the Construction Obligations as so changed, extended, renewed or altered;
(b) sell, exchange, release, surrender, and in any transactions manner and in any order realize upon or otherwise deal with the Premises or for any property at any time directly and absolutely assigned or pledged or mortgaged to secure the Borrower. Whether Loan;
(c) consent to the transfer of the Premises or not any existing relationship between the Guarantor and the Borrower has been changed portion thereof or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting any other Collateral described in the creation Loan Documents;
(d) exercise or continuance of refrain from exercising any rights or remedies available to Lender under the Indebtedness and may Loan Documents or pursuant to any applicable statute against Borrower or any other person (including Guarantor) or otherwise agreeact or refrain from acting with regard to the Loan Documents, consent to Construction Obligations or suffer the creation this Agreement;
(e) settle or continuance of compromise any of the Indebtedness, without any consent security therefor or approval by any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or subordinate the Guarantor and without payment of all or any prior or subsequent notice part thereof to the Guarantor. The Guarantor's payment of any liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness Borrower (whether or not for longer then due) to creditors of Borrower other than the original periodLender and Guarantor;
(f) release or any modification of the interest rates, maturities, if any, or other contractual terms applicable to discharge Borrower from its liability under any of the Indebtedness Loan Documents or release or discharge Guarantor or any amendment endorser or modification any other party at any time directly or contingently liable for the repayment of the Loan or any of Borrower's other obligations under the Loan Documents;
(g) apply any sums in whatever manner paid or realized to any liability or liabilities of Borrower or Guarantor to Lender regardless of what liability or liabilities of Borrower or Guarantor remain unpaid;
(h) consent to or waive any breach of or any act, omission or default under the Loan Documents or accept partial performance of any of the terms obligations under this Agreement or provisions under any of any loan agreement the other Loan Documents; and/or
(i) sell, convey, participate or other agreement under which the Indebtedness assign all or any part thereof arose; (iii) any waiver or indulgence granted to of Lender's interest in this Agreement and the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorLoan Documents.
Appears in 1 contract
Samples: Guaranty of Completion (United Development Funding IV)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the agrees that Lender may enter into transactions resulting from time to time and as many times as Lender, in the creation or continuance of the Indebtedness and may otherwise agreeits sole discretion, consent to or suffer the creation or continuance of any of the Indebtednessdeems appropriate, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by do any of the following acts without notice to Guarantor and without adversely affecting the validity or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation enforceability of this Guaranty, without consent or approval by or notice to the Guarantor): : (i) release, surrender, exchange, compromise or settle the Guaranteed Obligations or any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtednessportion thereof; (ii) one change, renew, or more extensions or renewals waive the terms of the Indebtedness (whether or not for longer than the original period) Guaranteed Obligations or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof aroseportion thereof; (iii) any waiver change, renew, or indulgence granted waive the terms, including, without limitation, the rate of interest charged to the Borrower, of any delay note, instrument, or lack of diligence in agreement relating to the enforcement of the Indebtedness Guaranteed Obligations or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtednessportion thereof; (iv) grant any full extension or partial release of, compromise indulgence with respect to the payment or settlement withperformance of the Guaranteed Obligations or any part thereof; (v) enter into any agreement of forbearance with respect to the Guaranteed Obligations, or agreement not any part thereof; (vi) sell, release, surrender, exchange or compromise any security held by Lender for any of the Guaranteed Obligations; (vii) release any person or entity that is a guarantor or surety or who has agreed to xxxpurchase the Guaranteed Obligations or any portion thereof; (viii) release, surrender, exchange or compromise any security or lien held by Lender for the liabilities of any person or entity that is a guarantor or surety for the Guaranteed Obligations or any portion thereof; and (ix) settle, release, adjust or compromise any claim of Lender against the Borrower or any guarantor or other person liable in respect secondarily or otherwise liable, including but not limited to any other guarantors or sureties of the Guaranteed Obligations. Guarantor agrees that Lender may do any of the Indebtedness; (v) above as it deems necessary or advisable, in its sole discretion, without giving any release, surrender, cancellation or other discharge of any evidence notice to Guarantor and that Guarantor will remain liable for full payment and performance of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorGuaranteed Obligations.
Appears in 1 contract
Samples: Agreement of Guaranty and Suretyship (Behringer Harvard Opportunity REIT I, Inc.)
LENDER'S RIGHTS. The (a) Lender may (i) at any time in Lender's own name or --------------- in the name of Borrower or any Guarantor, communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender's satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper or other Collateral, and (ii) at any time after the occurrence of a Default, and without prior notice to Borrower, any Guarantor or any other Credit Party, notify Account Debtors, parties to Contracts, and obligors in respect of Chattel Paper, Instruments, or other Collateral that the Collateral has been assigned to Lender and that payments shall be made directly to Lender. Upon the request of Lender, Borrower and each Guarantor shall so notify such Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral.
(b) Each Credit Party executing this Agreement hereby consents to the assignment, transfer and granting of Liens in the Collateral pursuant to this Section 6, including all Contracts, Instruments, Chattel Paper and Licenses under which such Credit Party is a party or obligor. It is expressly agreed by Borrower and each Guarantor executing this Agreement that, notwithstanding anything herein to the contrary, Borrower and each Guarantor shall remain liable under each Contract and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract or License (between Borrower or any Guarantor and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated by reason of its acceptance of this Guaranty to engage in any transactions with manner (i) to perform or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of fulfill any of the Indebtednessobligations of Borrower or any Credit Party, without (ii) to make any consent payment or approval by inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract or License.
(c) Borrower and each Guarantor executing this Agreement shall, with respect to each owned, leased, or controlled property or facility, during normal business hours and without upon reasonable advance notice (unless a Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): all --50--
(i) provide access to such facility or property to Lender and any acceptance of collateral securityits officers, guarantorsemployees and agents, accommodation parties or sureties for any or all of the Indebtednessas frequently as Lender determines to be appropriate; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to permit Lender and any of the Indebtedness or any amendment or modification its officers, employees and agents to inspect, audit and make extracts from all of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof aroseBorrower's and each Guarantor's Books and Records; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.and
Appears in 1 contract
Samples: Loan and Security Agreement (Pharmaceutical Resources Inc)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the any Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revokedended, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the any Guarantor and without any prior or subsequent notice to the any Guarantor. The No Guarantor's ’s liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the any Guarantor): (i) the invalidity, irregularity or unenforceability of the Credit Agreement or any other Loan Document, any Indebtedness, any security interest or any guaranty; (ii) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (iiiii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iiiiv) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (ivv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (vvi) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vivii) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (viiviii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viiiix) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ixx) any manner, order or method of application of any payments or credits upon the Indebtedness; (xi) any limitation on the liabilities, obligations or indebtedness of the Borrower under any Loan Document, that may now or hereafter be imposed by any statute, regulation, rule of law or otherwise; (xii) any merger, consolidation or amalgamation of the Borrower into or with any other Person, or any sale, lease or transfer of the assets of the Borrower to any other Person; (xiii) any change in the ownership of any shares of capital stock of the Borrower; and (xxiv) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Each Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
Samples: Guaranty (Infotech Usa Inc)
LENDER'S RIGHTS. The (a) Lender may, (i) at any time in Lender's own name or in the name of Borrower, communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender's satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper or other Collateral, and (ii) at any time and without prior notice to Borrower or any other Credit Party, notify Account Debtors, parties to Contracts, and obligors in respect of Chattel Paper, Instruments, or other Collateral that the Collateral has been assigned to Lender and that payments shall be made directly to Lender. Upon the request of Lender, Borrower shall so notify such Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral. Borrower hereby constitutes Lender or Lender's designee as Borrower's attorney with power to endorse Borrower's name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral.
(b) It is expressly agreed by Borrower that, notwithstanding anything herein to the contrary, Borrower shall remain liable under each Contract, Instrument and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract, Instrument or License (between Borrower or any other Credit Party and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated by reason of its acceptance of this Guaranty to engage in any transactions with manner (i) to perform or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of fulfill any of the Indebtednessobligations of Borrower, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one to make any payment or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if anyinquiry, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) to take any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect action of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure kind to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise collect or enforce any collateral security; performance or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge the payment of any collateral security; amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, Instrument or License.
(viic) any collectionBorrower and each other Credit Party shall, salewith respect to each owned, lease or disposition ofleased, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.or
Appears in 1 contract
Samples: Loan and Security Agreement (Conmat Technologies Inc)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxxsue, the Borrower or any guarantor guxxxntor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
Samples: Credit and Security Agreement (Autotradecenter Com Inc)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the any Borrower. Whether or not any existing relationship between the Guarantor and the any Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the any Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the any Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
Samples: Guaranty (Leather Factory Inc)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been terminated or revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after termination or revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person Person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
LENDER'S RIGHTS. The to Deal with Borrower and Obligors. Guarantor hereby consents to any and all agreements between Lender shall not be obligated and Borrower or between Lender and any Obligor, whether presently existing or hereafter made and whether oral or in writing. Lender without compromising, impairing, modifying, diminishing or in any way releasing or discharging Guarantor from Guarantor’s Obligations and without notifying or obtaining the prior approval of Guarantor and at any time or from time to time may:
(i) waive or excuse a default or defaults by reason Borrower or any other Obligor or delay in the exercise by Lender of its acceptance any of this Guaranty Lender’s rights and remedies with respect to such default or defaults;
(ii) grant extensions of time for the payment or performance by Borrower or any other Obligor;
(iii) release, substitute, exchange, impair, surrender, dispose of or add collateral in whole or in part of Borrower, Guarantor or of any other Obligor or waive, release, modify or subordinate, in whole or in part, any lien or security interest held by Lender on any real or personal property securing payment or performance, in whole or in part, of Borrower’s Obligations or Guarantor’s Obligations;
(iv) release in whole or in part Borrower or any other Obligor;
(v) apply payments made by Borrower or by any other Obligor to any of Borrower’s Obligations, in any order or manner or to any specific account or accounts as Lender may elect;
(vi) modify, change, renew, extend or amend, in any respect, the Customer #47856 Loan #71329 Loan Documents; or
(vii) engage in any transactions with other act or for the Borrower. Whether permit any other circumstance or not any existing relationship between the Guarantor and the Borrower has been changed condition which might otherwise constitute a legal or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other equitable discharge of any evidence of the Indebtedness a surety or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorguarantor.
Appears in 1 contract
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the any Borrower. Whether or not any existing relationship between the Guarantor and the any Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's ’s liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the any Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxxsxx, the any Borrower or any guarantor or other person Person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxxsue, the xxe Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
Samples: Guaranty (Hia Inc)
LENDER'S RIGHTS. The (a) Lender may, (i) at any time in Lender's own name or in the name of Borrower, communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender's satisfaction, the existence, amount and terms of, and any other matter relating to, Accounts, Payment Intangibles, Instruments, Chattel Paper or other Collateral, and (ii) at any time after a Default has occurred and is continuing and without prior notice to Borrower, notify Account Debtors and other Persons obligated on any Collateral that Lender has a security interest therein and that payments shall be made directly to Lender. Upon the request of Lender, Borrower shall so notify such Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral. Borrower hereby constitutes Lender or Lender's designee as Borrower's attorney with power to endorse Borrower's name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral.
(b) Borrower shall remain liable under each Contract, Instrument and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract, Instrument or License (between Borrower and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated by reason of its acceptance of this Guaranty to engage in any transactions with manner (i) to perform or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of fulfill any of the Indebtednessobligations of Borrower, without (ii) to make any consent payment or approval by inquiry, or (iii) to take any action of any kind to collect, compromise or enforce any performance or the Guarantor payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, Instrument or License.
(c) Borrower shall, with respect to each owned, leased, or controlled property, during normal business hours and without upon reasonable advance notice (unless a Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any prior or subsequent notice and all times): (i) provide access to the Guarantor. The Guarantor's liability shall not be affected or impaired by such property to Lender and any of its officers, employees and agents, as frequently as Lender determines to be appropriate; (ii) permit Lender and any of its officers, employees and agents to inspect, audit and make extracts and copies (or take originals if reasonably necessary) from all of Borrower's Books and Records; and (iii) permit Lender to inspect, review, evaluate and make physical verifications and appraisals of the following acts or things Inventory and other Collateral in any manner and through any medium that Lender considers advisable, and Borrower agrees to render to Lender, at Borrower's cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto.
(which d) After the occurrence and during the continuance of a Default, Borrower, at its own expense, shall cause the certified public accountant then engaged by Borrower to prepare and deliver to Lender is expressly authorized to do, omit or suffer at any time and from time to time, both before and after revocation of this Guarantypromptly upon Lender's request, without consent or approval by or notice to the Guarantor): following reports: (i) any acceptance a reconciliation of collateral security, guarantors, accommodation parties or sureties for any or all of the IndebtednessAccounts; (ii) one or more extensions or renewals an aging of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof aroseall Accounts; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtednesstrial balances; and (iv) test verifications of such Accounts as Lender may request. Borrower, at its own expense, shall cause its certified independent public accountants to deliver to Lender the results of any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower physical verifications of all or any guarantor or other person liable in respect of any portion of the Indebtedness; (v) any release, surrender, cancellation Inventory made or other discharge observed by such accountants when and if such verification is conducted. Lender shall be permitted to observe and consult with Borrower's accountants in the performance of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorthese tasks.
Appears in 1 contract
Samples: Loan and Security Agreement (DE Acquisition 2, Inc.)
LENDER'S RIGHTS. The (a) Lender may, (i) at any time in Lender's own name or in the name of Borrower, communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender's satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper or other Collateral, and (ii) at any time during the existence of an Event of Default and without prior notice to Borrower or any other Credit Party, notify Account Debtors, parties to Contracts, and obligors in respect of Chattel Paper, Instruments, or other Collateral that the Collateral has been assigned to Lender and that payments shall be made directly to Lender. Upon the request of Lender during the existence of an Event of Default, Borrower shall so notify such Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral. Borrower hereby constitutes Lender or Lender's designee as Borrower's attorney with power to endorse Borrower's name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral.
(b) Borrower shall remain liable under each Contract, Instrument and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract, Instrument or License (between Borrower or any other Credit Party and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated by reason of its acceptance of this Guaranty to engage in any transactions with manner (i) to perform or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of fulfill any of the Indebtednessobligations of Borrower, without (ii) to make any consent payment or approval by inquiry, or (iii) to take any action of any kind to collect, compromise or enforce any performance or the Guarantor payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, Instrument or License.
(c) Borrower and without each other Credit Party shall, with respect to each owned, leased, or controlled property, during normal business hours and upon reasonable advance notice (unless a Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantorall times): (i) provide access to such property to Lender and any acceptance of collateral securityits officers, guarantorsemployees and agents, accommodation parties or sureties for any or all of the Indebtednessas frequently as Lender determines to be appropriate; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to permit Lender and any of the Indebtedness its officers, employees and agents to inspect, audit and make extracts and copies (or any amendment or modification take originals if reasonably necessary) from all of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof aroseBorrower's and such Credit Party's Books and Records; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.and
Appears in 1 contract
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its --------------- acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
LENDER'S RIGHTS. a) The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in Creditor hereby consents that at any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor time and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation without further consent of this Guaranty, without consent or approval by or notice to the Guarantor): Creditor and without in any manner affecting, impairing, lessening or releasing any of the provisions of this Agreement, the Lender may, in its sole discretion: (i) renew, compromise, extend, expand, postpone, waive, accelerate, terminate, change the payment terms of, or otherwise modify the Obligations or amend, renew, replace or terminate the Loan Documents or any acceptance of collateral security, guarantors, accommodation parties and all other agreements now or sureties for any or all of hereafter related to the IndebtednessObligations; (ii) one extend credit to the Borrower in whatever amount on a secured or more extensions unsecured basis or renewals of take other support for the Indebtedness (whether Obligations and exchange, enforce, waive, sell, transfer, collect, adjust or not for longer than the original period) or release any modification of the interest rates, maturities, if any, such security or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness support or any part thereof arosethereof; (iii) apply any waiver and all payments or indulgence granted to proceeds of such security or other support and in any order or manner as the BorrowerLender, in its discretion, may determine; and (iv) release or substitute any party liable on the Obligations, any guarantor of the Obligations, or any other party providing support for the Obligations.
b) This Agreement will not be affected, impaired or released by any delay or lack of diligence in the enforcement failure of the Indebtedness or any failure Lender to institute proceedings, file a claim, give any required notices or otherwise protect exercise any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, its rights and remedies against the Borrower or any guarantor or other person liable in respect under any of the Obligations or against any Collateral, by any failure of the Lender to take steps to perfect or maintain its lien on, or to preserve any rights to, any Collateral by any irregularity, unenforceability or invalidity of any of the Indebtedness; (v) Obligations or any releasepart thereof or any security or guarantee therefor, surrenderor by any other event or circumstance which otherwise might constitute a defense available to, cancellation or other a discharge of, the Borrower or a subordinated creditor. The Creditor hereby waives demand, presentment for performance, protest, notice of any evidence dishonor and of protest with respect to the Subordinated Debt and the Collateral, notice of acceptance of this Agreement, notice of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer making of any of the Indebtedness or Obligations and notice of default under any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a suretyObligations.
c) NOTHING IN THIS AGREEMENT WILL OBLIGATE THE LENDER TO GRANT CREDIT TO, guarantor or accommodation co-obligorOR CONTINUE FINANCING ARRANGEMENTS WITH, THE BORROWER.
Appears in 1 contract
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty may at any time and from time to engage in time without the consent of, or notice to, Guarantor, without incurring any transactions with or for the Borrower. Whether or not any existing relationship between the responsibility to Guarantor and the Borrower has been changed without impairing or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance releasing any of the Indebtedness obligations of Guarantor hereunder, upon or without any terms or conditions and may otherwise agreein whole or in part:
(a) amend, consent to modify, renew, supplement, extend (including extensions beyond the original term) or suffer accelerate any of the creation Loan Documents, including without limitation, renew, alter or continuance change the interest rate, manner, time, place or terms of payment or performance of any of the IndebtednessGuaranteed Obligations, without or any consent liability incurred directly or approval by indirectly in respect thereof, whereupon the Guarantor and without any prior or subsequent notice guaranty herein made shall apply to the Guarantor. The Guarantor's liability shall not be affected Guaranteed Obligations as so changed, extended, renewed or impaired by altered;
(b) sell, exchange, release, surrender, and in any manner and in any order realize upon or otherwise deal with the Premises or any property at any time directly and absolutely assigned or pledged or mortgaged to secure the Loan;
(c) consent to the transfer of the following acts Premises or things any portion thereof or any other Collateral (which as defined in the Mortgage) described in the Loan Documents;
(d) exercise or refrain from exercising any rights or remedies available to Lender is expressly authorized under the Loan Documents or pursuant to do, omit any applicable statute against Borrower or suffer any other person (including Guarantor) or otherwise act or refrain from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice acting with regard to the Guarantor): Loan Documents, Guaranteed Obligations or this Agreement;
(ie) settle or compromise any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (as defined in the Mortgage), any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or subordinate the payment of all or any part thereof to the payment of any liability of Borrower (whether or not for longer then due) to creditors of Borrower other than the original periodLender and Guarantor;
(f) release or any modification of the interest rates, maturities, if any, or other contractual terms applicable to discharge Borrower from its liability under any of the Indebtedness Loan Documents or release or discharge any Guarantor or endorser or any amendment other party at any time directly or modification contingently, liable for the repayment of the Loan or any of Borrower’s other obligations under the Loan Documents;
(g) apply any sums in whatever manner paid or realized to any liability or liabilities of Borrower or Guarantor to the Lender hereunder or under any of the other Loan Documents regardless of what liability or liabilities of Borrower or Guarantor remain unpaid;
(h) consent to or waive any breach of or any act, omission or default under the Loan Documents or accept partial performance of any of the terms obligations under this Agreement or provisions under any of any loan agreement the other Loan Documents; and/or
(i) sell, convey, participate or other agreement under which the Indebtedness assign all or any part thereof arose; (iii) any waiver or indulgence granted to of Lender’s interest in this Agreement and the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorLoan Documents.
Appears in 1 contract
Samples: Recourse Guaranty Agreement (Behringer Harvard Opportunity REIT I, Inc.)
LENDER'S RIGHTS. (1) The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in Creditor hereby consents that at any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor time and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation without further consent of this Guaranty, without consent or approval by or notice to the Guarantor): Creditor and without in any manner affecting, impairing, lessening or releasing any of the provisions of this Agreement, the Lender may, in its sole discretion: (i) renew, compromise, extend, expand, postpone, waive, accelerate, terminate, change the payment terms of, or otherwise modify the Obligations or amend, renew, replace or terminate the Loan Documents or any acceptance of collateral security, guarantors, accommodation parties and all other agreements now or sureties for any or all of hereafter related to the IndebtednessObligations; (ii) one extend credit to the Borrower in whatever amount on a secured or more extensions unsecured basis or renewals of take other support for the Indebtedness (whether Obligations and exchange, enforce, waive, sell, transfer, collect, adjust or not for longer than the original period) or release any modification of the interest rates, maturities, if any, such security or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness support or any part thereof arosethereof; (iii) apply any waiver and all payments or indulgence granted to proceeds of such security or other support and in any order or manner as the BorrowerLender, in its discretion, may determine; and (iv) release or substitute any party liable on the Obligations, any guarantor of the Obligations, or any other party providing support for the Obligations.
(2) This Agreement will not be affected, impaired or released by any delay or lack of diligence in the enforcement failure of the Indebtedness or any failure Lender to institute proceedings, file a claim, give any required notices or otherwise protect exercise any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, its rights and remedies against the Borrower or any guarantor or other person liable in respect under any of the Obligations or against any Collateral, by any failure of the Lender to take steps to perfect or maintain its lien on, or to preserve any rights to, any Collateral by any irregularity, unenforceability or invalidity of any of the Indebtedness; (v) Obligations or any releasepart thereof or any security or guarantee therefor, surrenderor by any other event or circumstance which otherwise might constitute a defense available to, cancellation or other a discharge of, the Borrower or a subordinated creditor. The Creditor hereby waives demand, presentment for performance, protest, notice of any evidence dishonor and of protest with respect to the Subordinated Debt and the Collateral, notice of acceptance of this Agreement, and notice of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer making of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits Obligations. Lender hereby agrees to provide Creditor with written notice upon the Indebtedness; and default of the Borrower with respect to any of the Obligations.
(x3) any election by Nothing in this Agreement will obligate the Lender under Section 1111(b) of to grant credit to, or continue financing arrangements with, the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorBorrower.
Appears in 1 contract
Samples: Loan Agreement (Jameson Inns Inc)
LENDER'S RIGHTS. The Lender may at any time and from time to time without the consent of, or notice to, Guarantor, without incurring any responsibility to Guarantor and without impairing or releasing any of the obligations of Guarantor hereunder, upon or without any terms or conditions and in whole or in part:
(a) amend, modify, renew, supplement, extend (including extensions beyond the original term) or accelerate any of the Loan Documents, including without limitation, renew, alter or change the interest rate, manner, time, place or terms of payment or performance of any of the Payment Obligations, or any liability incurred directly or indirectly in respect thereof, whereupon the guaranty herein made shall not be obligated by reason of its acceptance of this Guaranty apply to engage the Payment Obligations as so changed, extended, renewed or altered;
(b) sell, exchange, release, surrender, and in any transactions manner and in any order realize upon or otherwise deal with the Premises or for any property at any time directly and absolutely assigned or pledged or mortgaged to secure the Borrower. Whether Loan;
(c) consent to the transfer of the Premises or not any existing relationship between the Guarantor and the Borrower has been changed portion thereof or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting any other Collateral described in the creation Loan Documents;
(d) exercise or continuance of refrain from exercising any rights or remedies available to Lender under the Indebtedness and may Loan Documents or pursuant to any applicable statute against Borrower or any other person (including Guarantor) or otherwise agreeact or refrain from acting with regard to the Loan Documents, consent to Payment Obligations or suffer the creation this Agreement;
(e) settle or continuance of compromise any of the Indebtedness, without any consent security therefor or approval by any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or subordinate the Guarantor and without payment of all or any prior or subsequent notice part thereof to the Guarantor. The Guarantor's payment of any liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness Borrower (whether or not for longer then due) to creditors of Borrower other than the original periodLender and Guarantor;
(f) release or any modification of the interest rates, maturities, if any, or other contractual terms applicable to discharge Borrower from its liability under any of the Indebtedness Loan Documents or release or discharge Guarantor or any amendment endorser or modification any other party at any time directly or contingently liable for the repayment of the Loan or any of Borrower's other obligations under the Loan Documents;
(g) apply any sums in whatever manner paid or realized to any liability or liabilities of Borrower or Guarantor to Lender regardless of what liability or liabilities of Borrower or Guarantor remain unpaid;
(h) consent to or waive any breach of or any act, omission or default under the Loan Documents or accept partial performance of any of the terms obligations under this Agreement or provisions under any of any loan agreement the other Loan Documents; and/or
(i) sell, convey, participate or other agreement under which the Indebtedness assign all or any part thereof arose; (iii) any waiver or indulgence granted to of Lender's interest in this Agreement and the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorLoan Documents.
Appears in 1 contract
Samples: Guaranty of Payment (United Development Funding IV)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, Each Grantor agrees that the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtednessmay, without demand and at any consent or approval by the Guarantor time and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to timetime and without the consent of, both before and after revocation of this Guarantyor notice to, the Grantor, without consent or approval by or notice incurring responsibility to the Guarantor): Grantor, and without impairing or releasing the Total Indebtedness of any Grantor, upon or without any terms or conditions and in whole or in part:
(ia) any acceptance change the manner, place or terms of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if anypayment, or other contractual terms applicable to change or extend the time of payment of, or renew, increase, accelerate or alter, any of the Indebtedness or any amendment or modification Total Indebtedness of any of the terms or provisions of other Grantors, any loan agreement or other agreement under which the security for such Indebtedness or Total Indebtedness, or any part thereof arose; liability incurred directly or indirectly with respect to such Indebtedness or Total Indebtedness;
(iiib) any waiver or indulgence granted to take and hold security for the Borrower, any delay or lack of diligence in the enforcement payment of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect Total Indebtedness of any of the Indebtedness; (v) any other Grantors and sell, exchange, release, surrender, cancellation realize upon or otherwise deal with in any manner and in any order any property pledged or mortgaged to secure such Indebtedness or Total Indebtedness;
(c) exercise or refrain from exercising any rights against any Grantor, or any Properties;
(d) release or substitute any one or more endorsers, guarantors, or other discharge of any evidence of obligors with respect to the Indebtedness or the acceptance Total Indebtedness of any instrument in renewal of the other Grantors;
(e) settle or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of compromise any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application Total Indebtedness of any payments of the other Grantors (including but not limited to obligations under this Agreement), any security for such Indebtedness or credits upon Total Indebtedness or any liability incurred directly or indirectly with respect to such Indebtedness or Total Indebtedness, or subordinate the Indebtedness; and payment of all or any part of such Indebtedness or Total Indebtedness to the payment of any liability (xwhether due or not) of any election by other Grantor to its creditors other than the Lender;
(f) apply any sums realized to any liability or liabilities of any other Grantor or guarantor to the Lender under Section 1111(b) regardless of what liability or liabilities of the United States Bankruptcy Code. The Guarantor waives Grantors or guarantor to the Lender remain unpaid; and
(g) consent to or waive any and all defenses and discharges available to a suretybreach by any other Grantor of, guarantor or accommodation co-obligorany act, omission or default by any other Grantor under, this Agreement or any of the Loan Documents.
Appears in 1 contract
Samples: Master Cross Collateralization Agreement (NTS Realty Holdings Lp)
LENDER'S RIGHTS. The Each Guarantor hereby agrees that Lender shall not be obligated by reason of its acceptance of this Guaranty may, without demand and at any time and from time to engage in any transactions with time without the consent of, or for the Borrower. Whether or not any existing relationship between the notice to such Guarantor, without incurring responsibility to such Guarantor and without impairing or releasing the Borrower has been changed obligations of such Guarantor hereunder, upon or ended without any terms or conditions and whether in whole or not this Guaranty has been revokedin part:
(a) change the manner, place or terms of payment of, and/or change or extend the Lender may enter into transactions resulting in the creation time of payment of, renew, increase, accelerate or continuance of the Indebtedness and may otherwise agreealter, consent to or suffer the creation or continuance of any of the IndebtednessObligations, without any consent security therefor, or approval by any liability incurred directly or indirectly in respect thereof, and the Guarantor and without any prior or subsequent notice Guaranty herein made shall apply to the Guarantor. The Guarantor's liability shall not be affected Obligations as so changed, extended, renewed or impaired altered;
(b) take and hold security for the payment of the Obligations and sell, exchange, release, 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 Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst;
(c) exercise or refrain from exercising any rights against Borrower or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, or other obligors;
(e) settle or compromise any of the following acts or things (which the Lender is expressly authorized to doObligations, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) security therefor or any modification of the interest rates, maturities, if any, or other contractual terms applicable to liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the Indebtedness or any amendment or modification payment of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness all or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect payment of any liability (whether due or not) of the IndebtednessBorrower to its creditors other than Lender;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of Borrower to Lender regardless of what liability or liabilities of Lender remain unpaid; and/or
(vg) consent to or waive any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition breach of, or any other foreclosure act, omission or enforcement of default under, this Agreement or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness instruments or agreements referred to herein, or otherwise amend, modify or supplement this Agreement or any evidence thereof; (ix) any manner, order of such other instruments or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligoragreements.
Appears in 1 contract
LENDER'S RIGHTS. The (a) Lender may, (i) at any time in Lender’s own name or in the name of each Corporate Credit Party other than ATRM Holdings, Inc., communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender’s satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper or other Collateral, and (ii) at any time and without prior notice to any such Corporate Credit Party other than ATRM Holdings, Inc., notify Account Debtors, parties to Contracts, and obligors in respect of Chattel Paper, Instruments, or other Collateral that the Collateral has been assigned to Lender and that payments shall be made directly to Lender. Upon the request of Lender, each Corporate Credit Party other than ATRM Holdings, Inc., shall so notify such Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral. Each Corporate Credit Party other than ATRM Holdings, Inc., hereby constitutes Lender or Lender’s designee such Corporate Credit Party’s other than ATRM Holdings, Inc., attorney with power to endorse such Corporate Credit Party’s other than ATRM Holdings, Inc., name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral.
(b) Each Corporate Credit Party other than ATRM Holdings, Inc., shall remain liable under each Contract, Instrument and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract, Instrument or License (between any Borrower and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated by reason of its acceptance of this Guaranty to engage in any transactions with manner (i) to perform or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of fulfill any of the Indebtednessobligations of Borrower, without (ii) to make any consent payment or approval by inquiry, or (iii) to take any action of any kind to collect, compromise or enforce any performance or the Guarantor payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, Instrument or License.
(c) Each Corporate Credit Party other than ATRM Holdings, Inc., shall, with respect to each owned, leased, or controlled property (including public warehouses), during normal business hours and without upon reasonable advance notice (unless a Default or Event of Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any prior and all times): (i) provide access to such property to Lender and any of its officers, employees and agents, as frequently as Lender determines to be appropriate; (ii) permit Lender and any of its officers, employees and agents to inspect, audit and make extracts and copies (or subsequent notice take originals if reasonably necessary) from all of such Corporate Credit Party’s other than ATRM Holdings, Inc., Books and Records; and (iii) permit Lender to inspect, review, evaluate and make physical verifications and appraisals of the Guarantor. The Guarantor's liability Inventory and other Collateral in any manner and through any medium that Lender considers advisable, and each Corporate Credit Party other than ATRM Holdings, Inc., agrees to render to Lender, at Borrowers’ cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto.
(d) After the occurrence and during the continuance of a Default or Event of Default, each Corporate Credit Party other than ATRM Holdings, Inc., at its own expense, shall not be affected or impaired cause the certified public accountant then engaged by any of the following acts or things (which the Borrower to prepare and deliver to Lender is expressly authorized to do, omit or suffer at any time and from time to time, both before and after revocation of this Guarantypromptly upon Lender’s request, without consent or approval by or notice to the Guarantor): following reports: (i) any acceptance a reconciliation of collateral security, guarantors, accommodation parties or sureties for any or all of the IndebtednessAccounts; (ii) one or more extensions or renewals an aging of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof aroseall Accounts; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtednesstrial balances; and (iv) test verifications of such Accounts as Lender may request. Each Corporate Credit Party other than ATRM Holdings, Inc., at its own expense, shall cause its certified independent public accountants to deliver to Lender the results of any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower physical verifications of all or any guarantor or other person liable in respect of any portion of the Indebtedness; (v) any releaseInventory made or observed by such accountants when and if such verification is conducted. Lender shall be permitted to observe and consult with such Corporate Credit Party’s other than ATRM Holdings, surrenderInc., cancellation or other discharge accountants in the performance of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorthese tasks.
Appears in 1 contract
LENDER'S RIGHTS. (a) The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in Creditor hereby consents that at any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor time and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation without further consent of this Guaranty, without consent or approval by or notice to the Guarantor): Creditor and without in any manner affecting, impairing, lessening or releasing any of the provisions of this Agreement, the Lender may, in its sole discretion: (i) renew, compromise, extend, expand, postpone, waive, accelerate, terminate, change the payment terms of, or otherwise modify the Obligations or amend, renew, replace or terminate the Loan Documents or any acceptance of collateral security, guarantors, accommodation parties and all other agreements now or sureties for any or all of hereafter related to the IndebtednessObligations; (ii) one extend credit to the Borrower in whatever amount on a secured or more extensions unsecured basis or renewals of take other support for the Indebtedness (whether Obligations and exchange, enforce, waive, sell, transfer, collect, adjust or not for longer than the original period) or release any modification of the interest rates, maturities, if any, such security or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness support or any part thereof arosethereof; (iii) apply any waiver and all payments or indulgence granted to proceeds of such security or other support and in any order or manner as the BorrowerLender, in its discretion, may determine; and (iv) release or substitute any party liable on the Obligations, any guarantor of the Obligations, or any other party providing support for the Obligations.
(b) This Agreement will not be affected, impaired or released by any delay or lack of diligence in the enforcement failure of the Indebtedness or any failure Lender to institute proceedings, file a claim, give any required notices or otherwise protect exercise any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, its rights and remedies against the Borrower or any guarantor or other person liable in respect under any of the Obligations or against any Collateral, by any failure of the Lender to take steps to perfect or maintain its lien on, or to preserve any rights to, any Collateral by any irregularity, unenforceability or invalidity of any of the Indebtedness; (v) Obligations or any releasepart thereof or any security or guarantee therefor, surrenderor by any other event or circumstance which otherwise might constitute a defense available to, cancellation or other a discharge of, the Borrower or a subordinated creditor. The Creditor hereby waives demand, presentment for performance, protest, notice of any evidence dishonor and of protest with respect to the Subordinated Debt and the Collateral, notice of acceptance of this Agreement, notice of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer making of any of the Indebtedness or Obligations and notice of default under any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorObligations.
Appears in 1 contract
Samples: Subordination Agreement (HealthWarehouse.com, Inc.)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness Obligations and may otherwise agree, consent to or suffer the creation or continuance of any of the IndebtednessObligations, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's ’s liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): ):
(ia) any Any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; Obligations;
(iib) one or more extensions or renewals of the Indebtedness Obligations (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness Obligations or any amendment or modification of any of the terms or provisions of any loan Credit limit agreement or other agreement under which the Indebtedness Obligations or any part thereof arose; ;
(iiic) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness Obligations or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; Obligations;
(ivd) any full or partial release of, compromise or settlement with, or agreement not to xxxsue, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; Obligations;
(ve) any Any release, surrender, cancellation or other discharge of any evidence of the Indebtedness Obligations or the acceptance of any instrument in renewal or substitution therefor; therefore;
(vif) any failure to obtain collateral security (including rights of setoff) for the IndebtednessObligations, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or ;
(g) any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; ;
(viih) any Any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; ;
(viiii) any Any assignment, pledge or other transfer of any of the Indebtedness Obligations or any evidence thereof; ;
(ixj) any Any manner, order or method of application of any payments or credits upon the IndebtednessObligations; and and
(xk) any Any election by the Lender Xxxxxx under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
LENDER'S RIGHTS. The Lender may at any time and from time to time without the consent of, or notice to, Guarantor, without incurring any responsibility to Guarantor and without impairing or releasing any of the obligations of Guarantor hereunder, upon or without any terms or conditions and in whole or in part:
(a) amend, modify, renew, supplement, extend (including extensions beyond the original term) or accelerate any of the Loan Documents, including without limitation, renew, alter or change the interest rate, manner, time, place or terms of payment or performance of any of the Guaranteed Obligations, or any liability incurred directly or indirectly in respect thereof, whereupon the guaranty herein made shall not be obligated by reason of its acceptance of this Guaranty apply to engage the Guaranteed Obligations as so changed, extended, renewed or altered;
(b) sell, exchange, release, surrender, and in any transactions manner and in any order realize upon or otherwise deal with the Mortgaged Property or for any property at any time directly and absolutely assigned or pledged or mortgaged to secure the Borrower. Whether Loan;
(c) consent to the transfer of the Mortgaged Property or not any existing relationship between the Guarantor and the Borrower has been changed portion thereof or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting any other Collateral (as defined in the creation Mortgage) described in the Loan Documents;
(d) exercise or continuance of refrain from exercising any rights or remedies available to Lender under the Indebtedness and may Loan Documents or pursuant to any applicable statute against Borrower or any other person (including Guarantor) or otherwise agreeact or refrain from acting with regard to the Loan Documents, consent to Guaranteed Obligations or suffer the creation this Guaranty;
(e) settle or continuance of compromise any of the Indebtedness, without any consent security therefor or approval by any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or subordinate the Guarantor and without payment of all or any prior or subsequent notice part thereof to the Guarantor. The Guarantor's payment of any liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness Borrower (whether or not for longer then due) to creditors of Borrower other than the original periodLender and Guarantor;
(f) release or any modification of the interest rates, maturities, if any, or other contractual terms applicable to discharge Borrower from its liability under any of the Indebtedness Loan Documents or release or discharge Guarantor or any amendment endorser or modification any other party at any time directly or contingently, liable for the repayment of the Loan or any of Borrower’s other obligations under the Loan Documents;
(g) apply any sums in whatever manner paid or realized to any liability or liabilities of Borrower or Guarantor to Lender regardless of what liability or liabilities of Borrower or Guarantor remain unpaid;
(h) consent to or waive any breach of or any act, omission or default under the Loan Documents or accept partial performance of any of the terms obligations under this Guaranty or provisions under any of any loan agreement the other Loan Documents; and/or
(i) sell, convey, participate or other agreement under which the Indebtedness assign all or any part thereof arose; (iii) any waiver or indulgence granted to of Lender’s interest in this Guaranty and the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorLoan Documents.
Appears in 1 contract
Samples: Interest and Carry Guaranty (Trinity Place Holdings Inc.)
LENDER'S RIGHTS. The (a) Lender may, (i) at any time in Lender's own name or in the name of Borrower, communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender's satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper or other Collateral, and (ii) at any time and without prior notice to Borrower or any other Credit Party, notify Account Debtors, parties to Contracts, and obligors in respect of Chattel Paper, Instruments, or other Collateral that the Collateral has been assigned to Lender and that payments shall be made directly to Lender. Upon the request of Lender, Borrower shall so notify such Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral. Borrower hereby constitutes Lender or Lender's designee as Borrower's attorney with power to endorse Borrower's name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral.
(b) It is expressly agreed by Borrower that, notwithstanding anything herein to the contrary, Borrower shall remain liable under each Contract, Instrument and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract, Instrument or License (between Borrower or any other Credit Party and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated by reason of its acceptance of this Guaranty to engage in any transactions with manner (i) to perform or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of fulfill any of the Indebtednessobligations of Borrower, without (ii) to make any consent payment or approval by inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the Guarantor payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, Instrument or License.
(c) Borrower shall, with respect to each owned, leased, or controlled property or facility, during normal business hours and without upon reasonable advance notice (unless a Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any prior and all times): (i) provide access to such facility or subsequent notice property to the Guarantor. The Guarantor's liability shall not be affected or impaired by Lender and any of its officers, employees and agents, as frequently as Lender determines to be appropriate; (ii) permit Lender and any of its officers, employees and agents to inspect, audit and make extracts from all of Borrower's Books and Records; and (iii) permit Lender to inspect, review, evaluate and make physical verifications and appraisals of the following acts Inventory, Equipment and other Collateral in any manner and through any medium that Lender considers advisable, and Borrower agrees to render to Lender, at Borrower's cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. Borrower shall make available to Lender and its counsel, as quickly as practicable under the circumstances, originals or things copies of all Borrower's Books and Records and any other instruments and documents which Lender may request. Borrower shall deliver any document or instrument reasonably necessary for Lender, as it may from time to time request, to obtain records from any service bureau or other Person which maintains records for Borrower.
(which d) After the occurrence and during the continuance of a Default, Borrower, at its own expense, shall cause the certified public accountant then engaged by Borrower to prepare and deliver to Lender is expressly authorized to do, omit or suffer at any time and from time to time, both before and after revocation of this Guarantypromptly upon Lender's request, without consent or approval by or notice to the Guarantor): following reports: (i) any acceptance a reconciliation of collateral security, guarantors, accommodation parties or sureties for any or all of the IndebtednessAccounts; (ii) one or more extensions or renewals an aging of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof aroseall Accounts; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtednesstrial balances; and (iv) test verifications of such Accounts as Lender may request. Borrower, at its own expense, shall cause its certified independent public accountants to deliver to Lender the results of any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower physical verifications of all or any guarantor or other person liable in respect of any portion of the Indebtedness; (v) any release, surrender, cancellation Inventory made or other discharge observed by such accountants when and if such verification is conducted. Lender shall be permitted to observe and consult with Borrower's accountants in the performance of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorthese tasks.
Appears in 1 contract
Samples: Loan and Security Agreement (Heartland Technology Inc)
LENDER'S RIGHTS. The (a) Lender may, (i) at any time in Lender's own name or in --------------- the name of Borrower, communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender's satisfaction, the existence, amount and terms of, and any other matter relating to, Accounts, Payment Intangibles, Instruments, Chattel Paper or other Collateral, and (ii) at any time after a Default has occurred and is continuing and without prior notice to Borrower or any other Credit Party, notify Account Debtors and other Persons obligated on any Collateral that Lender has a security interest therein and that payments shall be made directly to Lender. Upon the request of Lender, Borrower shall so notify such Account Debtors and other Persons obligated on any Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on any Collateral, the affected Credit Party shall not give any contrary instructions to such Account Debtor or such other Person without Lender's prior written consent. Borrower hereby constitutes Lender or Lender's designee as Borrower's attorney with power to endorse Borrower's name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral.
(b) Borrower shall remain liable under each Contract, Instrument and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract, Instrument or License (between Borrower or any other Credit Party and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated by reason of its acceptance of this Guaranty to engage in any transactions with manner (i) to perform or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of fulfill any of the Indebtednessobligations of Borrower, without (ii) to make any consent payment or approval by inquiry, or (iii) to take any action of any kind to collect, compromise or enforce any performance or the Guarantor payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, Instrument or License.
(c) Borrower and without each other Credit Party shall, with respect to each owned, leased, or controlled property, during normal business hours and upon reasonable advance notice (unless a Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantorall times): (i) provide access to such property to Lender and any acceptance of collateral securityits officers, guarantorsemployees and agents, accommodation parties or sureties for any or all of the Indebtednessas frequently as Lender determines to be appropriate; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to permit Lender and any of the Indebtedness its officers, employees and agents to inspect, audit and make extracts and copies (or any amendment or modification take originals if reasonably necessary) from all of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof aroseBorrower's and such Credit Party's Books and Records; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.and
Appears in 1 contract
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxxsue, the Borrower or any guarantor or other person liable in respect of respecx xf any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
Samples: Guaranty (Tradestar Services, Inc.)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the BorrowerBorrowers. Whether or not any existing relationship between the Guarantor and the Borrower Borrowers has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's ’s liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the BorrowerBorrowers, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxxsxx, the Borrower Borrowers or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
Samples: Guaranty (Pacific Cma Inc)
LENDER'S RIGHTS. The (a) Lender may, (i) at any time in Lender’s own name or in the name of each Corporate Credit Party, communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender’s satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper or other Collateral, and (ii) at any time and without prior notice to any Corporate Credit Party notify Account Debtors, parties to Contracts, and obligors in respect of Chattel Paper, Instruments, or other Collateral that the Collateral has been assigned to Lender and that payments shall be made directly to Lender. Upon the request of Lender, each Corporate Credit Party shall so notify such Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral. Each Corporate Credit Party hereby constitutes Lender or Lender’s designee such Corporate Credit Party’s attorney with power to endorse such Corporate Credit Party’s name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral.
(b) Each Corporate Credit Party shall remain liable under each Contract, Instrument and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract, Instrument or License (between any Borrower and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated by reason of its acceptance of this Guaranty to engage in any transactions with manner (i) to perform or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of fulfill any of the Indebtednessobligations of Borrower, without (ii) to make any consent payment or approval by inquiry, or (iii) to take any action of any kind to collect, compromise or enforce any performance or the Guarantor payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, Instrument or License.
(c) Each Credit Party shall, with respect to each owned, leased, or controlled property (including public warehouses), during normal business hours and without upon reasonable advance notice (unless a Default or Event of Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantorall times): (i) provide access to such property to Lender and any acceptance of collateral securityits officers, guarantorsemployees and agents, accommodation parties or sureties for any or all of the Indebtednessas frequently as Lender determines to be appropriate; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to permit Lender and any of the Indebtedness its officers, employees and agents to inspect, audit and make extracts and copies (or any amendment or modification take originals if reasonably necessary) from all of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arosesuch Credit Party’s Books and Records; and (iii) any waiver or indulgence granted permit Lender to the Borrowerinspect, any delay or lack of diligence in the enforcement review, evaluate and make physical verifications and appraisals of the Indebtedness or Inventory and other Collateral in any failure manner and through any medium that Lender considers advisable, and each Credit Party agrees to institute proceedingsrender to Lender, file a claimat Borrowers’ cost and expense, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or such clerical and other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorassistance as may be reasonably requested with regard thereto.
Appears in 1 contract
LENDER'S RIGHTS. The Each Grantor agrees that Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtednessmay, without demand and at any consent or approval by the Guarantor time and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to timetime and without the consent of, both before and after revocation of this Guarantyor notice to, the Grantor, without consent or approval by or notice incurring responsibility to the Guarantor): Grantor, and without impairing or releasing the Total Indebtedness of any Grantor, upon or without any terms or conditions and in whole or in part:
(ia) any acceptance change the manner, place or terms of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if anypayment, or other contractual terms applicable to change or extend the time of payment of, or renew, increase, accelerate or alter, any of the Indebtedness or any amendment or modification Total Indebtedness of any of the terms or provisions of Grantors, any loan agreement or other agreement under which the security for such Indebtedness or Total Indebtedness, or any part thereof arose; liability incurred directly or indirectly with respect to such Indebtedness or Total Indebtedness;
(iiib) any waiver or indulgence granted to take and hold security for the Borrower, any delay or lack of diligence in the enforcement payment of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect Total Indebtedness of any of the Indebtedness; (v) any other Grantors and sell, exchange, release, surrender, cancellation realize upon or otherwise deal with in any manner and in any order any property pledged or mortgaged to secure such Indebtedness or Total Indebtedness;
(c) exercise or refrain from exercising any rights against any Grantor, the Traville Borrower, any guarantor or any Properties;
(d) release or substitute any one or more endorsers, guarantors, or other discharge of any evidence of obligors with respect to the Indebtedness or the acceptance Total Indebtedness of any instrument in renewal of the other Grantors;
(e) settle or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of compromise any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application Total Indebtedness of any payments of the other Grantors (including but not limited to obligations under this Agreement), any security for such Indebtedness or credits upon Total Indebtedness or any liability incurred directly or indirectly with respect to such Indebtedness or Total Indebtedness, or subordinate the Indebtedness; and payment of all or any part of such Indebtedness or Total Indebtedness to the payment of any liability (x) any election by the Lender under Section 1111(bwhether due or not) of any other Grantor to its creditors other than Lender;
(f) apply any sums realized to any liability or liabilities of any other Grantor, the United States Bankruptcy Code. The Guarantor waives Traville Borrower or guarantor to Lender regardless of what liability or liabilities of the Grantors, the Traville Borrower or guarantor to Lender remain unpaid; and
(g) consent to or waive any and all defenses and discharges available to a suretybreach by any other Grantor, the Traville Borrower or guarantor of, or accommodation co-obligorany act, omission or default by any other Grantor, the Traville Borrower or guarantor under, this Agreement or any of the Loan Documents.
Appears in 1 contract
Samples: Master Cross Collateralization Agreement (Avalonbay Communities Inc)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxxsue, the xhe Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefortherefore; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
Samples: Guaranty (Metretek Technologies Inc)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorobligor and without limiting the foregoing, agrees that the obligation of the Guarantor and each and every other guarantor with respect to the repayment of the Indebtedness shall be joint and several.
Appears in 1 contract
Samples: Guaranty (Seair Group Inc)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-co- obligor.
Appears in 1 contract
LENDER'S RIGHTS. The (a) Lender may, (i) at any time in Lender's own name or in the name of Borrower, communicate with Account Debtors, parties to Contracts, and obligors in respect of Leases, Instruments, Chattel Paper or other Collateral to verify to Lender's satisfaction, the existence, amount and terms of any Leases, Lease Receivables, Instruments, Chattel Paper or other Collateral, and (ii) at any time and without prior notice to Borrower or any other Credit Party, notify Account Debtors, parties to Contracts, and obligors in respect of Leases, Instruments, Chattel Paper or other Collateral that the Collateral has been assigned to Lender and that payments shall be made directly to Lender. Upon the request of Lender, Borrower shall so notify such Account Debtors, parties to Contracts, and obligors in respect of Leases, Instruments, Chattel Paper or other Collateral. Borrower hereby constitutes Lender or Lender's designee as Borrower's attorney with power to endorse Borrower's name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral.
(b) It is expressly agreed by Borrower that, notwithstanding anything herein to the contrary, Borrower shall remain liable under each Contract, Instrument, License, or Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract, Instrument, License, or Lease (between Borrower or any other Credit Party and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated by reason of its acceptance of this Guaranty to engage in any transactions with manner (i) to perform or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of fulfill any of the Indebtednessobligations of Borrower, without (ii) to make any consent payment or approval by inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the Guarantor payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Lease.
(c) Borrower and without each other Credit Party shall, with respect to each owned, leased, or controlled property or facility, during normal business hours and upon reasonable advance notice (unless a Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantorall times): (i) provide access to such facility or property to Lender and any acceptance of collateral securityits officers, guarantorsemployees and agents, accommodation parties or sureties for any or all of the Indebtednessas frequently as Lender determines to be appropriate; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to permit Lender and any of the Indebtedness or any amendment or modification its officers, employees and agents to inspect, audit and make extracts from all of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof aroseBorrower's and each Corporate Credit Party's Books and Records; and (iii) any waiver or indulgence granted permit Lender to the Borrowerinspect, any delay or lack of diligence in the enforcement review, evaluate and make physical verifications and appraisals of the Indebtedness or Leased Equipment and other Collateral in any failure to institute proceedings, file a claim, give manner and through any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the medium that Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.considers advisable,
Appears in 1 contract
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the any Borrower. Whether or not any existing relationship between the Guarantor and the any Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's ’s liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the any Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxxsxx, the any Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxxsue, the Borrower or any guarantor or other person liable in respect rxxxect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.Bankruptcy
Appears in 1 contract
Samples: Guaranty (Royal Precision Inc)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxxsue, the Borrower or any guarantor guarxxxor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
Samples: Guaranty (Interpharm Holdings Inc)
LENDER'S RIGHTS. The (i) upon Lender’s request, Borrower shall cooperate with the Lender to (or subsequent to an Event of Default Lender may at any time in Lender’s own name or in the name of either Borrower), communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender’s satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper or other Collateral; and (ii) Lender may subsequent to an Event of Default, notify Account Debtors, parties to Contracts, and obligors in respect of Chattel Paper, Instruments, or other Collateral that the Collateral has been assigned to or is subject to Liens in favour of Lender and that payments shall be made directly to Lender. Upon the request of Xxxxxx, each Borrower shall so notify such Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral. Upon an Event of Default, each Borrower hereby constitutes Lender or Xxxxxx’s designee as such Xxxxxxxx’s legal attorney, agent and mandatary with power to endorse such Xxxxxxxx’s name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral.
(b) Each Borrower shall remain liable under each Contract, Instrument and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract, Instrument or License (between any Borrower or any other Credit Party and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement or other Loan Documents and Lender shall not be required or obligated in any manner: (i) to perform or fulfill any of the obligations of any Borrower or the other Credit Parties; (ii) to make any payment or inquiry; or (iii) to take any action of any kind to collect, compromise or enforce any performance or the payment of any amounts which may have been assigned to it and/or which is the object of any Liens in its favour or to which it may be entitled at any time or times under or pursuant to any Contract, Instrument or License.
(c) Each Borrower and each other Credit Party shall, with respect to each owned, leased, or controlled real property, during normal business hours and upon reasonable advance notice (unless a Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any and all times subject to any limitations imposed upon the Borrower by reason any landlord of such real property) and without disruption to ordinary business operations: (i) provide access to such property to Lender and any of its acceptance officers, employees and agents, as frequently as Lender determines to be appropriate; (ii) permit Lender and any of this Guaranty its officers, employees and agents to engage inspect, audit and make extracts and copies (or take originals if reasonably necessary) from all of Borrowers’ and such Credit Party’s Books and Records; and (iii) permit Lender to inspect, review, verify, evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any transactions manner and through any medium that Xxxxxx considers advisable (a “Field Examination”), and Borrowers and such Credit Party agree to render to Lender, at Borrowers’ and such Credit Party’s cost and expense, such clerical and other assistance as may be reasonably requested with or for regard thereto. Without limiting the Borrower. Whether or not generality of the foregoing, Lender shall be entitled to conduct one (1) Field Examination and one (1) inventory appraisal per year, provided that, (A) if at any existing relationship between the Guarantor and the Borrower time a Net Borrowing Availability has been changed or ended less than $6,250,000 for five (5) consecutive Business Days during such 12-month period, one (1) additional Field Examination and whether or not this Guaranty one (1) additional inventory appraisal will be permitted in such 12-month period, and (B) if an Event of Default has been revokedoccurred and is continuing, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of do any of the Indebtednessforegoing at any time and as many times in any year during normal business hours and without advance notice, including, without any consent or approval by the Guarantor limitation, additional Field Examinations and without any prior or subsequent notice to the GuarantorInventory appraisals. The Guarantor's liability Credit Parties shall not be affected responsible for the reasonable, documented costs and out of pocket expenses of all such visits, Field Examinations, inventory appraisals and audits, including without limitation, the Field Examination Fees.
(d) After the occurrence and during the continuance of a Default, Borrower, at its own expense, shall use reasonable commercial efforts to cause its auditors or impaired any appraiser selected by Lender to deliver to Lender the results of any physical verifications of all or any portion of the following acts Inventory made or things (which the observed by such auditors or appraisers when and if such verification is conducted. Lender is expressly authorized shall be permitted to do, omit observe and consult with Xxxxxxxx’s accountants or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence appraisers in the enforcement performance of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligorthese tasks.
Appears in 1 contract
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): ():
i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (;
ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (;
iv) any full or partial release of, compromise or settlement with, or agreement not to xxxsxx, the Borrower or any guarantor or other person liable in respect of any of the Indebtedness; (;
v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor; (;
vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (;
vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (;
viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (;
ix) any manner, order or method of application of any payments or credits upon the Indebtedness; and (and
x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness Obligations and may otherwise agree, consent to or suffer the creation or continuance of any of the IndebtednessObligations, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's ’s liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without consent or approval by or notice to the Guarantor): (ia) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the IndebtednessObligations; (iib) one or more extensions or renewals of the Indebtedness Obligations (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Indebtedness Obligations or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness Obligations or any part thereof arose; (iiic) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness Obligations or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the IndebtednessObligations; (ivd) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect of any of the IndebtednessObligations; (ve) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness Obligations or the acceptance of any instrument in renewal or substitution therefor; (vif) any failure to obtain collateral security (including rights of setoff) for the IndebtednessObligations, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (viig) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viiih) any assignment, pledge or other transfer of any of the Indebtedness Obligations or any evidence thereof; (ixi) any manner, order or method of application of any payments or credits upon the IndebtednessObligations; and (xj) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Subject to Section 9, the Guarantor waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor.
Appears in 1 contract
Samples: Guaranty (LIVE VENTURES Inc)
LENDER'S RIGHTS. The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Each Borrower has been changed or ended and whether or not this Guaranty has been revoked, agrees that the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of any of the Indebtednessmay, without demand and at any consent or approval by the Guarantor time and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to timetime and without the consent of, both before and after revocation of this Guarantyor notice to, the Borrower, without consent or approval by or notice incurring responsibility to the Guarantor): Borrower, and without impairing or releasing the Combined Obligations of any Borrower, upon or without any terms or conditions and in whole or in part:
(ia) any acceptance change the manner, place or terms of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if anypayment, or other contractual terms applicable to change or extend the time of payment of, or renew, increase, accelerate or alter, any of the Indebtedness or any amendment or modification Combined Obligations of any of the terms or provisions of other Borrowers, any loan agreement or other agreement under which the security for such Indebtedness or Combined Obligations, or any part thereof arose; liability incurred directly or indirectly with respect to such Indebtedness or Combined Obligations;
(iiib) any waiver or indulgence granted to take and hold security for the Borrower, any delay or lack of diligence in the enforcement payment of the Indebtedness or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, the Borrower or any guarantor or other person liable in respect Combined Obligations of any of the Indebtedness; (v) any other Borrowers and sell, exchange, release, surrender, cancellation realize upon or otherwise deal with in any manner and in any order any property pledged or mortgaged to secure such Indebtedness or Combined Obligations;
(c) exercise or refrain from exercising any rights against any other Borrower or any Properties;
(d) release or substitute any one or more endorsers, guarantors, or other discharge of any evidence of obligors with respect to the Indebtedness or the acceptance Combined Obligations of any instrument in renewal of the other Borrowers;
(e) settle or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (viii) any assignment, pledge or other transfer of compromise any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of application Combined Obligations of any payments of the other Borrowers (including but not limited to obligations under this Agreement), any security for such Indebtedness or credits upon Combined Obligations or any liability incurred directly or indirectly with respect to such Indebtedness or Combined Obligations, or subordinate the Indebtedness; and payment of all or any part of such Indebtedness or Combined Obligations to the payment of any liability (xwhether due or not) of any election by other Borrower to its creditors other than the Lender;
(f) apply any sums realized to any liability or liabilities of any other Borrower to the Lender under Section 1111(b) regardless of what liability or liabilities of the United States Bankruptcy Code. The Guarantor waives Borrower to the Lender remain unpaid; and
(g) consent to or waive any and all defenses and discharges available to a suretybreach by any other Borrower of, guarantor or accommodation co-obligorany act, omission or default by any other Borrower under, this Agreement or any Loan Documents.
Appears in 1 contract
Samples: Cross Collateralization Agreement (Sunrise Assisted Living Inc)