No Impairment of Guaranty. The obligations of Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, indulgence, compromise, claim, waiver, release, surrender, of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (b) any modification, amendment or restatement of or supplement to the Program Documents or any other instrument or document delivered in connection therewith, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (c) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (d) any change in the corporate, partnership or other existence, structure or ownership of a Seller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller, or any of their respective assets or any resulting release or discharge of any obligation of a Seller; (e) the existence of any setoff, claim, counterclaim, recoupment, termination or other rights which Guarantor may have at any time against a Seller or any other person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against a Seller for any reason related to the Program Documents, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by a Seller of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (g) the failure of the Agent or the Purchaser to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (h) the election by, or on behalf of the Agent or the Purchaser, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et. seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (i) any borrowing or grant of a security interest by a Seller, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (j) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Agent for repayment of all or any part of the Guaranteed Obligations; or (k) any other act or omission to act or delay of any kind by a Seller, willful or otherwise, the Agent or any other person or any other circumstance whatsoever which might, but for the provisions of this Section 2, constitute a legal or equitable discharge of Guarantor’s obligations hereunder.
Appears in 1 contract
No Impairment of Guaranty. The obligations of Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, until the Guaranteed Obligations have been paid in full, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, indulgence, compromise, claim, waiver, release, surrender, of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto;
(b) any modification, amendment or restatement of or supplement to the Program Documents or any other instrument or document delivered in connection therewith, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby;
(c) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations;
(d) any change in the corporate, partnership or other existence, structure or ownership of a Seller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller, or any of their respective assets or any resulting release or discharge of any obligation of a Seller;
(e) the existence of any setoff, claim, counterclaim, recoupment, termination or other rights which Guarantor may have at any time against a Seller or any other person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against a Seller for any reason related to the Program Documents, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by a Seller of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations;
(g) the failure of the Agent or the Purchaser to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any;
(h) the election by, or on behalf of the Agent or the Purchaser, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et. seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code;
(i) any borrowing or grant of a security interest by a Seller, as debtor-in-possession, under Section 364 of the Bankruptcy Code;
(j) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Agent for repayment of all or any part of the Guaranteed Obligations; or
(k) any other act or omission to act or delay of any kind by a Seller, willful or otherwise, the Agent or any other person or any other circumstance whatsoever which might, but for the provisions of this Section 2, constitute a legal or equitable discharge of Guarantor’s obligations hereunder.
Appears in 1 contract
Samples: Master Repurchase Agreement (Nationstar Mortgage Holdings Inc.)
No Impairment of Guaranty. The obligations of Guarantor hereunder shall be unconditional and absolute andAgent, without authorization from or notice to the Guarantors and without impairing, modifying, changing, releasing, limiting or affecting the generality liability of the foregoingGuarantors hereunder, shall not be releasedmay from time to time at its discretion and with or without valuable consideration, discharged or otherwise affected by:
(a) any extension, renewal, settlement, indulgencealter, compromise, claimaccelerate, waiverrenew, releaseextend or change the time or manner for the payment of any or all of the Indebtedness, surrenderincrease or reduce the rate of interest thereon, take and surrender security, exchange security by way of substitution, or in any way it deems necessary take, accept, withdraw, subordinate, alter, amend, modify or eliminate security, add or release or discharge endorsers, guarantors, or other ob1igors, make changes of any sort whatever in the Indebtedness or in the terms of payment or performance of the Indebtedness, or in the manner of doing business with respect to Borrower, or settle or compromise with Borrower or any other person or persons liable on the Indebtedness on such terms as it may see fit, and may apply all moneys received from Borrower or others, or from any security held (whether held under a security instrument or not), in such manner upon the Guaranteed Obligations (whether then due or not) as it may determine to be in its best interest (subject to the requirements of the Loan Documents) , without in any way being required to marshal securities or assets or to apply all or any part thereof or of such moneys upon any agreement relating thereto, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any particular part thereof or any agreement relating thereto;
(b) any modification, amendment or restatement of or supplement to the Program Documents or any other instrument or document delivered in connection therewith, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby;
(c) any releaseObligations. It is specifically agreed that Agent and Lenders are not required to retain, surrenderhold, compromiseprotect, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity exercise due care with respect to the Guaranteed Obligations thereto, perfect security interests in or otherwise assure or safeguard any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations;
(d) any change in the corporate, partnership ; no failure by Agent or other existence, structure or ownership of a Seller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller, or any of their respective assets or any resulting release or discharge of any obligation of a Seller;
(e) the existence of any setoff, claim, counterclaim, recoupment, termination or other rights which Guarantor may have at any time against a Seller or any other person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect Lenders to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against a Seller for any reason related to the Program Documents, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by a Seller of do any of the Guaranteed Obligations foregoing and no exercise or otherwise affecting nonexercise by Agent or Lenders of any term other right or remedy of Agent or Lenders shall in any way affect any of the Guaranteed Obligations;
(g) the failure of the Guarantors' obligations hereunder or any security furnished by Guarantors or give Guarantors any recourse against Agent or the Purchaser to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any;
(h) the election by, or on behalf of the Agent or the Purchaser, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et. seqLenders.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code;
(i) any borrowing or grant of a security interest by a Seller, as debtor-in-possession, under Section 364 of the Bankruptcy Code;
(j) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Agent for repayment of all or any part of the Guaranteed Obligations; or
(k) any other act or omission to act or delay of any kind by a Seller, willful or otherwise, the Agent or any other person or any other circumstance whatsoever which might, but for the provisions of this Section 2, constitute a legal or equitable discharge of Guarantor’s obligations hereunder.
Appears in 1 contract
No Impairment of Guaranty. The obligations of Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, indulgence, compromise, claim, waiver, release, surrender, of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto;
(b) any modification, amendment or restatement of or supplement to the Program Documents or any other instrument or document delivered in connection therewith, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby;
(c) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations;
(d) any change in the corporate, partnership or other existence, structure or ownership of a Seller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller, or any of their respective assets or any resulting release or discharge of any obligation of a Seller;
(e) the existence of any setoff, claim, counterclaim, recoupment, termination or other rights which Guarantor may have at any time against a Seller or any other person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against a Seller for any reason related to the Program Documents, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by a Seller of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations;
(g) the failure of the Agent or the any Purchaser to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any;
(h) the election by, or on behalf of the Agent or the any Purchaser, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et. seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code;
(i) any borrowing or grant of a security interest by a Seller, as debtor-in-possession, under Section 364 of the Bankruptcy Code;
(j) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Agent for repayment of all or any part of the Guaranteed Obligations; or
(k) any other act or omission to act or delay of any kind by a Seller, willful or otherwise, the Agent or any other person or any other circumstance whatsoever which might, but for the provisions of this Section 2, constitute a legal or equitable discharge of Guarantor’s obligations hereunder.
Appears in 1 contract
No Impairment of Guaranty. The obligations of Guarantor hereunder shall be unconditional and absolute andAgent, without authorization from or notice to the Guarantors and without impairing, modifying, changing, releasing, limiting or affecting the generality liability of the foregoingGuarantors hereunder, shall not be releasedmay from time to time at its discretion and with or without valuable consideration, discharged or otherwise affected by:
(a) any extension, renewal, settlement, indulgencealter, compromise, claimaccelerate, waiverrenew, releaseextend or change the time or manner for the payment of any or all of the Indebtedness, surrenderincrease or reduce the rate of interest thereon, take and surrender security, exchange security by way of substitution, or in any way it deems necessary take, accept, withdraw, subordinate, alter, amend, modify or eliminate security, add or release or discharge endorsers, guarantors, or other obligors, make changes of any sort whatever in the Indebtedness or in the terms of payment or performance of the Indebtedness, or in the manner of doing business with respect to Borrower, or settle or compromise with Borrower or any other person or persons liable on the Indebtedness on such terms as it may see fit, and may apply all moneys received from Borrower or others, or from any security held (whether held under a security instrument or not), in such manner upon the Guaranteed Obligations (whether then due or not) as it may determine to be in its best interest (subject to the requirements of the Loan Documents), without in any way being required to marshal securities or assets or to apply all or any part thereof or of such moneys upon any agreement relating thereto, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any particular part thereof or any agreement relating thereto;
(b) any modification, amendment or restatement of or supplement to the Program Documents or any other instrument or document delivered in connection therewith, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby;
(c) any releaseObligations. It is specifically agreed that Agent and Lenders are not required to retain, surrenderhold, compromiseprotect, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity exercise due care with respect to the Guaranteed Obligations thereto, perfect security interests in or otherwise assure or safeguard any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations;
(d) any change in the corporate, partnership ; no failure by Agent or other existence, structure or ownership of a Seller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller, or any of their respective assets or any resulting release or discharge of any obligation of a Seller;
(e) the existence of any setoff, claim, counterclaim, recoupment, termination or other rights which Guarantor may have at any time against a Seller or any other person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect Lenders to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against a Seller for any reason related to the Program Documents, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by a Seller of do any of the Guaranteed Obligations foregoing and no exercise or otherwise affecting nonexercise by Agent or Lenders of any term other right or remedy of Agent or Lenders shall in any way affect any of the Guaranteed Obligations;
(g) the failure of the Guarantors’ obligations hereunder or any security furnished by Guarantors or give Guarantors any recourse against Agent or the Purchaser to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any;
(h) the election by, or on behalf of the Agent or the Purchaser, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et. seqLenders.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code;
(i) any borrowing or grant of a security interest by a Seller, as debtor-in-possession, under Section 364 of the Bankruptcy Code;
(j) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Agent for repayment of all or any part of the Guaranteed Obligations; or
(k) any other act or omission to act or delay of any kind by a Seller, willful or otherwise, the Agent or any other person or any other circumstance whatsoever which might, but for the provisions of this Section 2, constitute a legal or equitable discharge of Guarantor’s obligations hereunder.
Appears in 1 contract
No Impairment of Guaranty. The obligations Lender, without authorization from or notice to Guarantor and without impairing, modifying, changing, releasing, limiting or affecting the liability of Guarantor hereunder shall be unconditional hereunder, may from time to time at its discretion and absolute andwith or without valuable consideration, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, indulgencealter, compromise, claimaccelerate, waiverrenew, releaseextend or change the time or manner for the payment of any or all of the Loan, surrenderincrease or reduce the rate of interest thereon, take and surrender security, exchange security by way of substitution, or with respect to in any way it deems necessary take, accept, withdraw, subordinate, alter, amend, modify or eliminate security, add or release or discharge endorsers, guarantors, or other obligors, make changes of any sort whatever in the Guaranteed terms of payment of the Loan, in the Obligations or any part thereof or any agreement relating thereto, whether (in any such case) by operation the manner of law or otherwisedoing business with Borrower, or any failure settle or omission to enforce any right, power or remedy compromise with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto;
(b) any modification, amendment or restatement of or supplement to the Program Documents Borrower or any other person or persons liable on the Loan or the Obligations on such terms as it may see fit, and may apply all moneys received from the Borrower or others, or from any security held (whether held under a security instrument or document delivered not), in connection therewith, includingsuch manner upon the Loan (whether then due or not) as it may determine to be in its best interest, without limitation, in any such amendment which may increase the amount of, way being required to marshal securities or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby;
(c) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations;
(d) any change in the corporate, partnership or other existence, structure or ownership of a Seller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller, or any of their respective assets or any resulting release or discharge of any obligation of a Seller;
(e) the existence of any setoff, claim, counterclaim, recoupment, termination or other rights which Guarantor may have at any time against a Seller or any other person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against a Seller for any reason related to the Program Documents, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by a Seller of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations;
(g) the failure of the Agent or the Purchaser to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any;
(h) the election by, or on behalf of the Agent or the Purchaser, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et. seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code;
(i) any borrowing or grant of a security interest by a Seller, as debtor-in-possession, under Section 364 of the Bankruptcy Code;
(j) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Agent for repayment of apply all or any part of such moneys upon any particular part of the Guaranteed ObligationsLoan. It is specifically agreed that Lender is not required to retain, hold, protect, exercise due care with respect thereto, perfect security interests in or otherwise assure or safeguard any security for the Loan; or
(k) no failure by Lender to do any of the foregoing and no exercise or nonexercise by Lender of any other act right or omission to act or delay remedy of Lender shall in any kind by a Seller, willful or otherwise, the Agent or way affect any other person or any other circumstance whatsoever which might, but for the provisions of this Section 2, constitute a legal or equitable discharge of Guarantor’s obligations hereunderhereunder or any security furnished by Guarantor or give Guarantor any recourse against Lender.
Appears in 1 contract
No Impairment of Guaranty. The obligations of Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, indulgence, compromise, claim, waiver, release, surrender, of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto;
(b) any modification, amendment or restatement of or supplement to the Program Documents or any other instrument or document delivered in connection therewith, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby;
(c) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations;
(d) any change in the corporate, partnership or other existence, structure or ownership of a Seller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller, or any of their respective assets or any resulting release or discharge of any obligation of a Seller;
(e) the existence of any setoff, claim, counterclaim, recoupment, termination or other rights which Guarantor may have at any time against a Seller or any other person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against a Seller for any reason related to the Program Documents, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by a Seller of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations;
(g) the failure of the Agent or the Purchaser to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any;
(h) the election by, or on behalf of the Agent or the Purchaser, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et. seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code;
(i) any borrowing or grant of a security interest by a Seller, as debtor-in-possession, under Section 364 of the Bankruptcy Code;
(j) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Agent for repayment of all or any part of the Guaranteed Obligations; or
(k) any other act or omission to act or delay of any kind by a Seller, willful or otherwise, the Agent or any other person or any other circumstance whatsoever which might, but for the provisions of this Section 2, constitute a legal or equitable discharge of Guarantor’s obligations hereunder.
Appears in 1 contract
Samples: Guaranty (DITECH HOLDING Corp)
No Impairment of Guaranty. The obligations Agent, without authorization from or notice to Guarantor and without impairing, modifying, changing, releasing, limiting or affecting the liability of Guarantor hereunder shall be unconditional hereunder, may from time to time at its discretion and absolute andwith or without valuable consideration, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, indulgencealter, compromise, claimaccelerate, waiverrenew, releaseextend or change the time or manner for the payment of any or all of the Indebtedness, surrenderincrease or reduce the rate of interest thereon, take and surrender security, exchange security by way of substitution, or with respect to in any way it deems necessary take, accept, withdraw, subordinate, alter, amend, modify or eliminate security, add or release or discharge endorsers, guarantors, or other obligors, make changes of any sort whatever in the Guaranteed terms of payment of the Indebtedness, in the Obligations or any part thereof or any agreement relating thereto, whether (in any such case) by operation the manner of law or otherwisedoing business with Borrower, or any failure settle or omission to enforce any right, power or remedy compromise with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto;
(b) any modification, amendment or restatement of or supplement to the Program Documents Borrower or any other person or persons liable on the Indebtedness or the Obligations on such terms as it may see fit, and may apply all moneys received from the Borrower or others, or from any security held (whether held under a security instrument or document delivered not), in connection therewith, includingsuch manner upon the Indebtedness (whether then due or not) as it may determine to be in its best interest, without limitation, in any such amendment which may increase the amount of, way being required to marshal securities or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby;
(c) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations;
(d) any change in the corporate, partnership or other existence, structure or ownership of a Seller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller, or any of their respective assets or any resulting release or discharge of any obligation of a Seller;
(e) the existence of any setoff, claim, counterclaim, recoupment, termination or other rights which Guarantor may have at any time against a Seller or any other person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against a Seller for any reason related to the Program Documents, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by a Seller of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations;
(g) the failure of the Agent or the Purchaser to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any;
(h) the election by, or on behalf of the Agent or the Purchaser, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et. seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code;
(i) any borrowing or grant of a security interest by a Seller, as debtor-in-possession, under Section 364 of the Bankruptcy Code;
(j) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Agent for repayment of apply all or any part of such moneys upon any particular part of the Guaranteed ObligationsIndebtedness. It is specifically agreed that Bank Parties are not required to retain, hold, protect, exercise due care with respect thereto, perfect security interests in or otherwise assure or safeguard any security for the Indebtedness; or
(k) no failure by Bank Parties to do any of the foregoing and no exercise or nonexercise by Bank Parties of any other act right or omission to act or delay remedy of Bank Parties shall in any kind by a Seller, willful or otherwise, the Agent way affect any of Guarantor's obligations hereunder or any other person security furnished by Guarantor or give Guarantor any other circumstance whatsoever which might, but for the provisions of this Section 2, constitute a legal or equitable discharge of Guarantor’s obligations hereunderrecourse against Bank Parties.
Appears in 1 contract
No Impairment of Guaranty. The obligations of Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, until the Guaranteed Obligations have been paid in full, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, indulgence, compromise, claim, waiver, release, surrender, of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto;
(b) any modification, amendment or restatement of or supplement to the Program Documents or any other instrument or document delivered in connection therewith, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby;
(c) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations;
(d) any change in the corporate, partnership or other existence, structure or ownership of a Seller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller, or any of their respective assets or any resulting release or discharge of any obligation of a Seller;
(e) the existence of any setoff, claim, counterclaim, recoupment, termination or other rights which Guarantor may have at any time against a Seller or any other person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against a Seller for any reason related to the Program Documents, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by a Seller of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations;
(g) the failure of the Agent or the Purchaser to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any;
(h) the election by, or on behalf of the Agent or the Purchaser, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et. seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code;
(i) any borrowing or grant of a security interest by a Seller, as debtor-in-possession, under Section 364 of the Bankruptcy Code;
(j) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Agent for repayment of all or any part of the Guaranteed Obligations; or
(k) any other act or omission to act or delay of any kind by a Seller, willful or otherwise, the Agent or any other person or any other circumstance whatsoever which might, but for the provisions of this Section SECTION 2, constitute a legal or equitable discharge of Guarantor’s obligations hereunder.
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No Impairment of Guaranty. The obligations of Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, until the Guaranteed Obligations have been paid in full, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, indulgence, compromise, claim, waiver, release, surrender, of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto;
(b) any modification, amendment or restatement of or supplement to the Program Documents or any other instrument or document delivered in connection therewith, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby;
(c) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations;
(d) any change in the corporate, partnership or other existence, structure or ownership of a Seller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller, or any of their respective assets or any resulting release or discharge of any obligation of a Seller;
(e) the existence of any setoff, claim, counterclaim, recoupment, termination or other rights which Guarantor may have at any time against a Seller or any other person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against a Seller for any reason related to the Program Documents, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by a Seller of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations;
(g) the failure of the Agent or the Purchaser to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any;
(h) the election by, or on behalf of the Agent or the Purchaser, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et. seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code;
(i) any borrowing or grant of a security interest by a SellerXxxxxx, as debtor-in-possession, under Section 364 of the Bankruptcy Code;
(j) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Agent for repayment of all or any part of the Guaranteed Obligations; or
(k) any other act or omission to act or delay of any kind by a Seller, willful or otherwise, the Agent or any other person or any other circumstance whatsoever which might, but for the provisions of this Section 2, constitute a legal or equitable discharge of Guarantor’s obligations hereunder.
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Samples: Master Repurchase Agreement (Mr. Cooper Group Inc.)
