Waiver of Defenses. Each of the Borrowers hereby waives and agrees not to assert or take advantage of any defense based upon: (a) any statute of limitations and any action hereunder or for the collection of the Notes or for the payment and performance of any of the Obligations; (b) any incapacity, lack of authority, death or disability of the other Borrower, any Guarantor or any other Person; (c) any failure of the Banks or Agent to commence an action against the other Borrower, any Guarantor or any other Person or to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of the other Borrower, any Guarantor or any other Person, whether or not demand is made upon the Banks or Agent to file or enforce such claim; (d) any failure of the Banks or Agent to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person in connection with the Loan Documents, including the waiver of any conditions to the making of any advance of proceeds of any Loan; (e) any failure on the part of the Banks or Agent to ascertain the extent or nature of any assets of any Person or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent to disclose to the Borrowers any facts any of them may now or hereafter know regarding the Borrowers, any Guarantors, their respective assets, or such other parties, whether such facts materially increase the risks to Borrowers or not; (f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations; (g) any lack of acceptance or notice of acceptance of this Agreement by Banks or Agent; (h) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents; (i) any lack of notice of disposition or of manner of disposition of any assets of any Person; (j) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, might otherwise be entitled; (k) failure to properly record any document or any other lack of due diligence by the Banks or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby; (l) any invalidity or irregularity, in whole or in part, of any one or more of the Loan Documents; (m) the inaccuracy of any representation or other provision contained in any Loan Document; (n) any sale or assignment of the Loan Documents, in whole or in part; (o) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Person, or any portion thereof, whether or not consented to by the Banks or Agent; (p) any lack of commercial reasonableness in dealing with any of the assets of a Person now or hereafter owned by the other of the Borrowers or any Guarantor; (q) the dissolution or termination of existence of either Borrower, any Guarantor or any other Person; (r) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any Guarantor; (s) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, any Borrower, any Guarantor or any of such Person's properties or assets; (t) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon; (u) any failure or delay of Agent or the Banks to commence an action against Borrowers or any Guarantor, to assert or enforce any remedies against Borrowers or any Guarantor under the Note or the Loan Documents, or to realize upon any security; (v) the invalidity or unenforceability of the Note or any of the Loan Documents; (w) the compromise, settlement, release or termination of any or all of the obligations of a Borrower or any Guarantor under the Note or the Loan Documents; or (x) to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower might otherwise be entitled
Appears in 3 contracts
Samples: Revolving Credit Agreement (Walden Residential Properties Inc), Term Loan Agreement (Walden Residential Properties Inc), Revolving Credit Agreement (Walden Residential Properties Inc)
Waiver of Defenses. Each of the Borrowers The Guarantor hereby agrees that its obligations hereunder shall not be affected or impaired by, and hereby waives and agrees not to assert or take advantage of any defense based uponon:
(a) any statute of limitations and in any action hereunder or for the collection of the Notes Note or for the payment and or performance of any of the Obligationsobligation hereby guaranteed;
(b) any incapacity, the incapacity or lack of authority, death or disability authority of the other Borrower, any Guarantor Borrower or any other Person;
(c) any person or entity, or the failure of the Banks or Agent to commence an action against the other Borrower, any Guarantor or any other Person or Lender to file or enforce a claim against the estate (either in administration, bankruptcy, bankruptcy or in any other proceeding) of Borrower or the other Borrower, any Guarantor or any other Person, whether person or not demand is made upon the Banks or Agent to file or enforce such claimentity;
(d) any failure of the Banks or Agent to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person in connection with the Loan Documents, including the waiver of any conditions to the making of any advance of proceeds of any Loan;
(e) any failure on the part of the Banks or Agent to ascertain the extent or nature of any assets of any Person or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent to disclose to the Borrowers any facts any of them may now or hereafter know regarding the Borrowers, any Guarantors, their respective assets, or such other parties, whether such facts materially increase the risks to Borrowers or not;
(f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
(g) any lack of acceptance or notice of acceptance of this Agreement by Banks or Agent;
(h) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents;
(i) any lack of notice of disposition or of manner of disposition of any assets of any Person;
(j) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, might otherwise be entitled;
(k) failure to properly record any document or any other lack of due diligence by the Banks or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
(l) any invalidity or irregularity, in whole or in part, of any one or more of the Loan Documents;
(m) the inaccuracy of any representation or other provision contained in any Loan Document;
(n) any sale or assignment of the Loan Documents, in whole or in part;
(o) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Person, or any portion thereof, whether or not consented to by the Banks or Agent;
(p) any lack of commercial reasonableness in dealing with any of the assets of a Person now or hereafter owned by the other of the Borrowers or any Guarantor;
(qc) the dissolution or termination of existence of either Borrower, any Guarantor Borrower or any other Personthe Guarantor;
(rd) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any GuarantorBorrower;
(se) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, any BorrowerBorrower or the Guarantor, any Guarantor or any of such PersonBorrower's or the Guarantor's properties or assets;
(tf) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon;
(ug) the failure of Lender to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or nonaction on the part of any other person whomsoever in connection with any obligation hereby guaranteed;
(h) any failure or delay of Agent or the Banks Lender to commence an action against Borrowers or any GuarantorBorrower, to assert or enforce any remedies against Borrowers or any Guarantor Borrower under the Note or the Loan Documents, or to realize upon any security;
(vi) any failure of any duty on the part of Lender to disclose to the Guarantor any facts it may now or hereafter know regarding Borrower, the Real Estate or any of the improvements located thereon, whether such facts materially increase the risk to the Guarantor or not;
(j) failure to accept or give notice of acceptance of this Guaranty by Xxxxxx;
(k) failure to make or give notice of presentment and demand for payment of any of the indebtedness or performance of any of the obligations hereby guaranteed;
(l) failure to make or give protest and notice of dishonor or of default to the Guarantor or to any other party with respect to the indebtedness or performance of obligations hereby guaranteed;
(m) except as otherwise specifically provided in this Guaranty, any and all other notices whatsoever to which the Guarantor might otherwise be entitled;
(n) any lack of diligence by Lender in collection, protection or realization upon any collateral securing the payment of the indebtedness or performance of obligations hereby guaranteed;
(o) the invalidity or unenforceability of the Note or any of the Loan Documents;
(wp) the compromise, settlement, release or termination of any or all of the obligations of a Borrower or any Guarantor under the Note or the Loan Documents;
(q) any transfer by Borrower of all or any part of the security encumbered by the Loan Documents;
(r) the failure of Lender to perfect any security or to extend or renew the perfection of any security; or
(xs) to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower the Guarantor might otherwise be entitledentitled (other than the defense of payment), it being the intention that the obligations of the Guarantor hereunder are absolute, unconditional and irrevocable.
Appears in 3 contracts
Samples: Guaranty of Payment and Performance (Meridian Industrial Trust Inc), Guaranty of Payment and Performance (Meridian Industrial Trust Inc), Guaranty of Payment and Performance (Meridian Industrial Trust Inc)
Waiver of Defenses. Each The obligations of the Borrowers hereby waives Guarantor under this Guarantee will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of the Guaranteed Obligations under this Guarantee (without limitation and agrees whether or not known to assert or take advantage of any defense based uponATB) including:
(a) any statute of limitations and time, waiver or consent granted to, or composition with the Borrower, or any action hereunder or for the collection of the Notes or for the payment and performance of any of the Obligationsother person;
(b) any incapacity, lack of authority, death or disability the change of the other Borrowermanner, place or terms of payment, the time of payment, compromise, exchange, renewal, increase, acceleration, or alteration of (i) the Guaranteed Obligations (including any Guarantor increase or decrease in the rate of the interest thereon), (ii) any other Personsecurity therefor, or (iii) any liability incurred directly or indirectly in respect thereof, and the Guarantee herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
(c) the refusal or neglect to perfect, take up or enforce any failure of the Banks or Agent to commence an action rights against the other Borrower, any Guarantor Borrower or any other Person or to file or enforce a claim against the estate (either in administration, bankruptcy, person or any non-presentation or non-observance of any formality or other proceeding) requirement in respect of the other Borrower, any Guarantor instrument or any other Person, whether or not demand is made upon failure to realise the Banks or Agent to file or enforce such claimfull value of any security;
(d) any failure incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Banks or Agent to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person in connection with the Loan Documents, including the waiver of any conditions to the making of any advance of proceeds of any LoanBorrower;
(e) any failure on the part unenforceability, illegality or invalidity of any obligation of the Banks or Agent to ascertain the extent or nature of any assets of any Person or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent to disclose to the Borrowers any facts any of them may now or hereafter know regarding the Borrowers, any Guarantors, their respective assets, or such other parties, whether such facts materially increase the risks to Borrowers or notBorrower;
(f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations insolvency or any notice of acceleration of the Obligationssimilar proceedings;
(g) any lack other action, which would otherwise, under applicable principles of acceptance law, give rise to a legal or notice equitable discharge of acceptance of the Guarantor from its liabilities under this Agreement by Banks or Agent;Guarantee; and/or
(h) any lack compromise to or waiver of presentment, demand, protest, any breach or notice of dishonor, demand, protest omission or nonpayment with default in respect to any indebtedness or obligations under any of the Loan Documents;
Guaranteed Obligation or otherwise any amendment (i) any lack however fundamental), modification or supplement in respect of notice of disposition or of manner of disposition of any assets of any Person;
(j) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, might otherwise be entitled;
(k) failure to properly record any document Guaranteed Obligations or any other lack of due diligence by the Banks document or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
(l) any invalidity or irregularity, in whole or in part, of any one or more of the Loan Documents;
(m) the inaccuracy of any representation or other provision contained in any Loan Document;
(n) any sale or assignment of the Loan Documents, in whole or in part;
(o) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Person, or any portion thereof, whether or not consented to by the Banks or Agent;
(p) any lack of commercial reasonableness in dealing with any of the assets of a Person now or hereafter owned by the other of the Borrowers or any Guarantor;
(q) the dissolution or termination of existence of either Borrower, any Guarantor or any other Person;
(r) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any Guarantor;
(s) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, any Borrower, any Guarantor or any of such Person's properties or assets;
(t) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon;
(u) any failure or delay of Agent or the Banks to commence an action against Borrowers or any Guarantor, to assert or enforce any remedies against Borrowers or any Guarantor under the Note or the Loan Documents, or to realize upon any security;
(v) the invalidity or unenforceability of the Note or any of the Loan Documents;
(w) the compromise, settlement, release or termination of any or all of the obligations of a Borrower or any Guarantor under the Note or the Loan Documents; or
(x) to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower might otherwise be entitled.
Appears in 2 contracts
Samples: Credit Agreement (Luxoft Holding, Inc), Credit Agreement (Luxoft Holding, Inc)
Waiver of Defenses. Each of the Borrowers hereby waives and agrees not to assert or take advantage of any defense based upon:
: (a) any statute of limitations and any action hereunder or for the collection of the Notes or for the payment and performance of any of the Obligations;
(b) any incapacity, lack of authority, death or disability of the other Borrower, any Guarantor Borrower or any other Person;
; (cb) any failure of the Banks Lenders or Agent to commence an action against the other Borrower, any Guarantor Borrower or any other Person or to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of the other Borrower, any Guarantor Borrower or any other Person, whether or not demand is made upon the Banks Lenders or Agent to file or enforce such claim;
; (dc) any failure of the Banks Lenders or Agent to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person in connection with the Loan Documents, including the waiver of any conditions to the making of any advance of proceeds of any Loan;
; (ed) any failure on the part of the Banks Lenders or Agent to ascertain the extent or nature of any assets of any Person the Collateral or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks Lenders or Agent to disclose to the Borrowers any facts any of them may now or hereafter know regarding the Borrowers, any Guarantors, their respective assetsthe Collateral, or such other parties, whether such facts materially increase the risks to Borrowers or not;
; (fe) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
; (gf) any lack of acceptance or notice of acceptance of this Agreement by Banks Lenders or Agent;
; (hg) except as specifically required in the Loan Documents, any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents;
; (ih) any lack of notice of disposition or of manner of disposition of any assets of any Person;
Collateral; (ji) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, might otherwise be entitled;
; (kj) failure to properly record any document or any other lack of due diligence by the Banks Lenders or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person Collateral or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
; (lk) any invalidity or irregularity, in whole or in part, of any one or more of the Loan Documents;
; (ml) the inaccuracy of any representation or other provision contained in any Loan Document;
; (nm) any sale or assignment of the Loan Documents, in whole or in part;
; (on) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Personthe Collateral, or any portion thereof, whether or not consented to by the Banks Lenders or Agent;
; and (po) any lack of commercial reasonableness in dealing with any of the assets of a Person Collateral now or hereafter owned by the other of the Borrowers or any Guarantor;
(q) the dissolution or termination of existence of either Borrower, any Guarantor or any other Person;
(r) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any Guarantor;
(s) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, any Borrower, any Guarantor or any of such Person's properties or assets;
(t) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon;
(u) any failure or delay of Agent or the Banks to commence an action against Borrowers or any Guarantor, to assert or enforce any remedies against Borrowers or any Guarantor under the Note or the Loan Documents, or to realize upon any security;
(v) the invalidity or unenforceability of the Note or any of the Loan Documents;
(w) the compromise, settlement, release or termination of any or all of the obligations of a Borrower or any Guarantor under the Note or the Loan Documents; or
(x) to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower might otherwise be entitledBorrowers.
Appears in 2 contracts
Samples: Master Credit Agreement (Howard Hughes Corp), Master Credit Agreement (Howard Hughes Corp)
Waiver of Defenses. Each (a) The obligations of the Borrowers hereby each Security Provider under this Agreement will not be affected by, and each Security Provider irrevocably waives and agrees not to assert or take advantage of any defense based uponit might have by virtue of, any act, omission, matter or thing which, but for this Subclause, would reduce, release or prejudice any of its obligations under this Agreement (whether or not known to it or any Finance Party). This includes:
(ai) any statute time, forbearance, extension or waiver granted to, or composition or compromise with, another person;
(ii) any taking, variation, compromise, exchange, renewal or release of, or any refusal or failure to perfect or enforce, any rights against, or security over assets of, any person;
(iii) any non-presentation or non-observance of limitations any formality or other requirement in respect of any instrument or any failure to realize the full value of any security;
(iv) any disability, incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of any person;
(v) any amendment, restatement or novation (however fundamental) of a Finance Document or any other document, guaranty or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document, guaranty or security, the intent of the parties being that the Security Agent’s security interest in the Collateral and each Security Provider’s obligations under this Agreement are to remain in full force and be construed accordingly, as if there were no unenforceability, illegality or invalidity;
(vii) any action hereunder avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Obligor under a Finance Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation is for the collection purposes of any Security Provider’s obligations under this Agreement construed as if there were no such circumstance; or
(viii) the acceptance or taking of other guaranties or security for the Secured Liabilities, or the settlement, release or substitution of any guaranty or security or of any endorser, guarantor or other obligor in respect of the Notes or for the payment and performance of any of the Obligations;Secured Liabilities.
(b) any incapacity, lack of authority, death or disability of the other Borrower, any Guarantor or any other Person;Each Security Provider unconditionally and irrevocably waives:
(ci) any failure diligence, presentment, demand for performance, notice of the Banks or Agent to commence an action against the other Borrowernon-performance, any Guarantor or any other Person or to file or enforce a claim against the estate (either in administrationprotest, bankruptcynotice of protest, or any other proceeding) notice of the other Borrowerdishonor, any Guarantor or any other Person, whether or not demand is made upon the Banks or Agent to file or enforce such claim;
(d) any failure of the Banks or Agent to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person in connection with the Loan Documents, including the waiver of any conditions Obligors to the making of any advance of proceeds of any Loan;
(e) any failure on the part of the Banks or Security Agent to ascertain the extent or nature of any assets of any Person or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured therebyother Finance Parties, or any failure on the part of the Banks or Agent to disclose to the Borrowers any facts any of them may now or hereafter know regarding the Borrowers, any Guarantors, their respective assets, or such other parties, whether such facts materially increase the risks to Borrowers or not;
(f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
(g) any lack of acceptance or notice of acceptance of this Agreement by Banks or AgentAgreement, and notices of any other kind whatsoever;
(hii) the filing of any lack claim with any court in the event of presentmenta receivership, demand, protest, insolvency or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documentsbankruptcy;
(iiii) the benefit of any statute of limitations affecting any Obligor’s obligations under the Finance Documents or such Security Provider’s obligations under this Agreement or the enforcement of this Agreement or the Security Agent’s security interest in the Collateral; and
(iv) any lack of notice of disposition offset or of manner of disposition of counterclaim or other right, defense, or claim based on, or in the nature of, any assets of obligation now or later owed to any Person;Security Provider by the Obligors, the Security Agent or any other Finance Party.
(jc) except as specifically required Each Security Provider irrevocably and unconditionally authorizes the Security Agent and the other Finance Parties to take any action in respect of the Loan Documents, Secured Liabilities or any lack of collateral or guaranties securing them or any other notices to which the Borrowers, or either of them, action that might otherwise be entitled;
(k) failure deemed a legal or equitable discharge of a surety, without notice to properly record any document or any other lack the consent of due diligence by the Banks or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets such Security Provider and irrespective of any Person or change in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
(l) any invalidity or irregularity, in whole or in part, financial condition of any one or more of the Loan Documents;
(m) the inaccuracy of any representation or other provision contained in any Loan Document;
(n) any sale or assignment of the Loan Documents, in whole or in part;
(o) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Person, or any portion thereof, whether or not consented to by the Banks or Agent;
(p) any lack of commercial reasonableness in dealing with any of the assets of a Person now or hereafter owned by the other of the Borrowers or any Guarantor;
(q) the dissolution or termination of existence of either Borrower, any Guarantor or any other Person;
(r) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any Guarantor;
(s) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, any Borrower, any Guarantor or any of such Person's properties or assets;
(t) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon;
(u) any failure or delay of Agent or the Banks to commence an action against Borrowers or any Guarantor, to assert or enforce any remedies against Borrowers or any Guarantor under the Note or the Loan Documents, or to realize upon any security;
(v) the invalidity or unenforceability of the Note or any of the Loan Documents;
(w) the compromise, settlement, release or termination of any or all of the obligations of a Borrower or any Guarantor under the Note or the Loan Documents; or
(x) to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower might otherwise be entitledObligor.
Appears in 2 contracts
Samples: Security Agreement, Security Agreement (Iridium Communications Inc.)
Waiver of Defenses. Each of the Borrowers hereby waives and agrees not to assert or take advantage of any defense based upon:
: (a) any statute of limitations and any action hereunder or for the collection of the Notes or for the payment and performance of any of the Obligations;
(b) any incapacity, lack of authority, death or disability of the other Borrower, any Guarantor Borrower or any other Person;
; (cb) any failure of the Banks Lenders or Agent to commence an action against the other Borrower, any Guarantor Borrower or any other Person or to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of the other Borrower, any Guarantor Borrower or any other Person, whether or not demand is made upon the Banks Lenders or Agent to file or enforce such claim;
; (dc) any failure of the Banks Lenders or Agent to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person in connection with the Loan Documents, including the waiver of any conditions to the making of any advance of proceeds of any Loan;
Loan or the issuance of any Letter of Credit; (ed) any failure on the part of the Banks Lenders or Agent to ascertain the extent or nature of any collateral or other assets of Borrowers or any Person other Loan Party or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks Lenders or Agent to disclose to the Borrowers any facts any of them may now or hereafter know regarding the Borrowers, any Guarantors, their respective assetscollateral or other assets of Borrowers or any other Loan Party, or such other parties, whether such facts materially increase the risks to Borrowers or not;
; (fe) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
; (gf) any lack of acceptance or notice of acceptance of this Agreement by Banks Lenders or Agent;
; (hg) except as specifically required in the Loan Documents, any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents;
; (ih) any lack of notice of disposition or of manner of disposition of any collateral or other assets of Borrowers or any Person;
other Loan Party; (ji) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, might otherwise be entitled;
; (kj) failure to properly record any document or any other lack of due diligence by the Banks Lenders or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person collateral or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation evidenced or secured thereby;
; (lk) any invalidity or irregularity, in whole or in part, of any one or more of the Loan Documents;
; (ml) the inaccuracy of any representation or other provision contained in any Loan Document;
; (nm) any sale or assignment of the Loan Documents, in whole or in part;
; (on) any sale or assignment by any of the Borrowers or any Guarantor other Person of any the collateral or other assets of such PersonBorrowers or any other Loan Party, or any portion thereof, whether or not consented to by the Banks Lenders or Agent;
; (po) any lack of commercial reasonableness in dealing with any of the collateral or other assets of a Person Borrowers or any other Loan Party now or hereafter owned by the other of the Borrowers or any Guarantor;
other Loan Party; and (qp) the dissolution or termination of existence of either Borrower, any Guarantor or any other Person;
(r) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any Guarantor;
(s) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, compositioncircumstance which might otherwise constitute a defense available to, or readjustment a discharge of, or any similar proceeding affecting, any Borrower, any Guarantor or any of such Person's properties or assets;
(t) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon;
(u) any failure or delay of Agent or the Banks to commence an action against Borrowers or any Guarantor, to assert or enforce any remedies against Borrowers or any Guarantor under the Note or the Loan Documents, or to realize upon any security;
(v) the invalidity or unenforceability of the Note or any of the Loan Documents;
(w) the compromise, settlement, release or termination of any or all of the obligations of a Borrower or any Guarantor under the Note or the Loan Documents; or
hereunder (x) to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower might otherwise be entitledthan indefeasible payment in full).
Appears in 2 contracts
Samples: Credit Agreement (Gables Residential Trust), Credit Agreement (Gables Realty Limited Partnership)
Waiver of Defenses. Each of the Borrowers Guarantors hereby waives agree that their obligations hereunder shall not be affected or impaired by, and agrees hereby waive and agree not to assert or take advantage of any defense based uponon:
(a) any statute of limitations and in any action hereunder or for the collection of the Notes Note or for the payment and or performance of any of the Obligationsobligation hereby guaranteed;
(b) any the incapacity, lack of authority, death or disability of the other Borrower, any Guarantor Borrower or any other Person;
(c) any person or entity, or the failure of the Banks or Agent to commence an action against the other Borrower, any Guarantor or any other Person or Lender to file or enforce a claim against the estate (either in administration, bankruptcy, bankruptcy or in any other proceeding) of the other Borrower, Borrower or any Guarantor or any other Person, whether person or not demand is made upon the Banks or Agent to file or enforce such claimentity;
(d) any failure of the Banks or Agent to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person in connection with the Loan Documents, including the waiver of any conditions to the making of any advance of proceeds of any Loan;
(e) any failure on the part of the Banks or Agent to ascertain the extent or nature of any assets of any Person or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent to disclose to the Borrowers any facts any of them may now or hereafter know regarding the Borrowers, any Guarantors, their respective assets, or such other parties, whether such facts materially increase the risks to Borrowers or not;
(f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
(g) any lack of acceptance or notice of acceptance of this Agreement by Banks or Agent;
(h) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents;
(i) any lack of notice of disposition or of manner of disposition of any assets of any Person;
(j) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, might otherwise be entitled;
(k) failure to properly record any document or any other lack of due diligence by the Banks or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
(l) any invalidity or irregularity, in whole or in part, of any one or more of the Loan Documents;
(m) the inaccuracy of any representation or other provision contained in any Loan Document;
(n) any sale or assignment of the Loan Documents, in whole or in part;
(o) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Person, or any portion thereof, whether or not consented to by the Banks or Agent;
(p) any lack of commercial reasonableness in dealing with any of the assets of a Person now or hereafter owned by the other of the Borrowers or any Guarantor;
(qc) the dissolution or termination of existence of either Borrower, any Guarantor Borrower or any other PersonGuarantor;
(rd) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any GuarantorBorrower;
(se) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, Borrower or any BorrowerGuarantor, any Guarantor or any of such PersonBorrower's or any Guarantor's properties or assets;
(tf) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon;
(ug) the failure of Lender to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or nonaction on the part of any other person whomsoever in connection with any obligation hereby guaranteed;
(h) any failure or delay of Agent or the Banks Lender to commence an action against Borrowers or any GuarantorBorrower, to assert or enforce any remedies against Borrowers or any Guarantor Borrower under the Note or the Loan Documents, or to realize upon any security;
(vi) any failure of any duty on the part of Lender to disclose to any Guarantor any facts it may now or hereafter know regarding Borrower, the Real Estate or any of the improvements located thereon, whether such facts materially increase the risk to Guarantors or not;
(j) failure to accept or give notice of acceptance of this Guaranty by Lender;
(k) failure to make or give notice of presentment and demand for payment of any of the indebtedness or performance of any of the obligations hereby guaranteed;
(l) failure to make or give protest and notice of dishonor or of default to Guarantors or to any other party with respect to the indebtedness or performance of obligations hereby guaranteed;
(m) any and all other notices whatsoever to which Guarantors might otherwise be entitled;
(n) any lack of diligence by Lender in collection, protection or realization upon any collateral securing the payment of the indebtedness or performance of obligations hereby guaranteed;
(o) the invalidity or unenforceability of the Note or any of the Loan Documents;
(wp) the compromise, settlement, release or termination of any or all of the obligations of a Borrower or any Guarantor under the Note or the Loan Documents;
(q) any transfer by Borrower of all or any part of the security encumbered by the Loan Documents;
(r) the failure of Lender to perfect any security or to extend or renew the perfection of any security; or
(xs) to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower Guarantors might otherwise be entitled, it being the intention that the obligations of Guarantors hereunder are absolute, unconditional and irrevocable.
Appears in 2 contracts
Samples: Unconditional Guaranty of Payment and Performance (Walden Residential Properties Inc), Unconditional Guaranty of Payment and Performance (Walden Residential Properties Inc)
Waiver of Defenses. Each The liability of the Borrowers Guarantors and the rights, remedies, powers and privileges of the Guaranteed Parties hereunder shall not be affected, limited, reduced, discharged or terminated, and each Guarantor hereby expressly waives and agrees not to assert or take advantage of the fullest extent permitted by law any defense based uponnow or in the future arising, by reason of:
(aA) the illegality, invalidity or unenforceability of any statute of limitations and any action hereunder or for the collection of the Notes Obligations, any Loan Document or for the payment and performance of any other agreement or instrument whatsoever relating to any of the Obligations;
(bB) any incapacitydisability or other defense with respect to any of the Obligations, including the effect of any statute of limitations, that may bar the enforcement thereof or the obligations of such Guarantor relating thereto;
(C) the illegality, invalidity or unenforceability of any other guaranty of or insurance for any of the Obligations or any lack of authority, death perfection or disability continuing perfection or failure of the priority of any Lien on any collateral for any of the Obligations;
(D) the cessation, for any cause whatsoever, of the liability of any Obligor with respect to any of the Obligations (other Borrowerthan, subject to paragraph (c) of this Section 9.14, by reason of the payment thereof);
(E) any Guarantor failure of any of the Guaranteed Parties to marshal assets, to exhaust any collateral for any of the Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against any Obligor or any other Person, or to take any action whatsoever to mitigate or reduce the liability of any Guarantor under this Agreement, the Guaranteed Parties being under no obligation to take any such action notwithstanding the fact that any of the Obligations may be due and payable and that any Obligor may be in default of its obligations under any Loan Document;
(cF) any counterclaim, set-off or other claim which any Obligor has or claims with respect to any of the Obligations;
(G) any failure of any of the Banks or Agent to commence an action against the other Borrower, any Guarantor or any other Person or Guaranteed Parties to file or enforce a claim against the estate (either in administration, any bankruptcy, insolvency, reorganization or other proceeding with respect to any other proceedingPerson;
(H) any bankruptcy, insolvency, reorganization, winding-up or adjustment of debts, or appointment of a custodian, liquidator or the other Borrowerlike of it, or similar proceedings commenced by or against any Guarantor Obligor or any other Person, whether including any discharge of, or not demand is made upon bar, stay or injunction against collecting, any of the Banks Obligations (or Agent to file any interest on any of the Obligations) in or enforce as a result of any such claimproceeding;
(dI) any failure action taken by any of the Banks Guaranteed Parties that is authorized by this paragraph (b) or Agent to give notice of the existence, creation otherwise in this Agreement or incurring by any other provision of any new Loan Document, or additional indebtedness or other obligation or of any action or nonaction on the part of omission to take any other Person in connection with the Loan Documents, including the waiver of any conditions to the making of any advance of proceeds of any Loansuch action;
(eJ) any failure on the part of the Banks law, regulation, decree or Agent to ascertain the extent or nature order of any assets of any Person or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured therebyjurisdiction, or any failure on the part of the Banks or Agent to disclose to the Borrowers any facts any of them may now or hereafter know regarding the Borrowersother event, any Guarantors, their respective assets, or such other parties, whether such facts materially increase the risks to Borrowers or not;
(f) except as specifically required in the Loan Documents, any notice of intention to accelerate affecting any of the Obligations or any notice of acceleration of the Obligations;
(g) any lack of acceptance or notice of acceptance of this Agreement by Banks or Agent;
(h) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment Guaranteed Party’s rights with respect to any indebtedness or obligations under any of the Loan Documents;
(i) any lack of notice of disposition or of manner of disposition of any assets of any Person;
(j) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, might otherwise be entitled;
(k) failure to properly record any document or any other lack of due diligence by the Banks or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
(l) any invalidity or irregularity, in whole or in part, of any one or more of the Loan Documents;
(m) the inaccuracy of any representation or other provision contained in any Loan Document;
(n) any sale or assignment of the Loan Documents, in whole or in part;
(o) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Person, or any portion thereof, whether or not consented to by the Banks or Agent;
(p) any lack of commercial reasonableness in dealing with any of the assets of a Person now or hereafter owned by the other of the Borrowers or any Guarantor;
(q) the dissolution or termination of existence of either Borrower, any Guarantor or any other Person;
(r) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any Guarantor;
(s) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, any Borrower, any Guarantor or any of such Person's properties or assets;
(t) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon;
(u) any failure or delay of Agent or the Banks to commence an action against Borrowers or any Guarantor, to assert or enforce any remedies against Borrowers or any Guarantor under the Note or the Loan Documents, or to realize upon any security;
(v) the invalidity or unenforceability of the Note or any of the Loan Documents;
(w) the compromise, settlement, release or termination of any or all of the obligations of a Borrower or any Guarantor under the Note or the Loan Documentsthereto; or
(xK) to the fullest extent permitted by law, any other legal, equitable or surety defenses circumstance whatsoever to which a Borrower that might otherwise be entitledconstitute a legal or equitable discharge or defense of a surety or guarantor.
Appears in 1 contract
Samples: Credit Agreement (SPRINT Corp)
Waiver of Defenses. Each of the Borrowers hereby waives and agrees not to assert or take advantage of any defense based upon:
(a) Any right to require Agent or the Lenders to proceed against the other Borrowers or any other Person or to proceed against or exhaust any security held by Agent or the Lenders at any time or to pursue any other remedy in Agent’s or any Lender’s power or under any other agreement before proceeding against a Borrower hereunder or under any other Loan Document;
(b) The defense of the statute of limitations and in any action hereunder or for the collection of the Notes or for the payment and or performance of any of the Obligations;
(bc) any Any defense that may arise by reason of the incapacity, lack of authority, death or disability of the other Borrower, any Guarantor or any other Person;
(c) any failure of the Banks or Agent to commence an action against the other Borrower, any Guarantor or any other Person or Persons or the failure of Agent or any Lender to file or enforce a claim against the estate (either in administration, bankruptcy, bankruptcy or any other proceeding) of the other Borrower, any Guarantor or any other Person, whether Person or not demand is made upon the Banks or Agent to file or enforce such claimPersons;
(d) any failure of the Banks or Agent to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person in connection with the Loan Documents, including the waiver of any conditions to the making of any advance of proceeds of any Loan;
(e) any Any failure on the part of the Banks Agent or Agent any Lender to ascertain the extent or nature of any assets of any Person Collateral or any insurance or other rights with respect thereto, or the liability of any party liable for under the Loan Documents or the obligations evidenced or secured thereby;
(e) Demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind (except for such notices as are specifically required to be provided to Borrowers pursuant to the Loan Documents), or the lack of any failure thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of any Borrower, Agent, any Lender, any endorser or creditor of Borrowers or on the Banks part of any other Person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Agent or any Lender;
(f) Any defense based upon an election of remedies by Agent or any Lender, including any election to proceed by judicial or nonjudicial foreclosure of any security, whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect of any foreclosure sale is commercially reasonable, or any election of remedies, including remedies relating to real property or personal property security, which destroys or otherwise impairs the subrogation rights of a Borrower or the rights of a Borrower to proceed against the other Borrowers for reimbursement, or both;
(g) Any right or claim of right to cause a marshaling of the assets of Borrowers;
(h) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement;
(i) Any duty on the part of Agent or any Lender to disclose to the Borrowers any facts Agent or any of them Lender may now or hereafter know regarding about Borrowers or the BorrowersCollateral, regardless of whether Agent or any Guarantors, their respective assets, or such other parties, whether Lender has reason to believe that any such facts materially increase the risks risk beyond that which each Borrower intends to assume or has reason to believe that such facts are unknown to Borrowers or not;
(f) except as specifically required in the Loan Documentshas a reasonable opportunity to communicate such facts to Borrowers, any notice of intention to accelerate any it being understood and agreed that each Borrower is fully responsible for being and keeping informed of the Obligations or any notice of acceleration financial condition of the Obligations;
(g) any lack of acceptance or notice of acceptance of this Agreement by Banks or Agent;
(h) any lack of presentmentother Borrowers, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the condition of the Mortgaged Property or the Collateral and of any and all circumstances bearing on the risk that liability may be incurred by Borrowers hereunder and under the other Loan Documents;
(ij) any Any lack of notice of disposition or of manner of disposition of any assets of any Person;
(j) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, might otherwise be entitledCollateral;
(k) failure to properly record any document or any other lack of due diligence by the Banks or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets Any inaccuracy of any Person representation or other provision contained in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured therebyDocument;
(l) Any sale or assignment of the Loan Documents, or any invalidity interest therein;
(m) Any sale or irregularityassignment by a Borrower or any other Person of any Collateral, or any portion thereof or interest therein, whether or not consented to by Agent or any Lender;
(n) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents;
(m) the inaccuracy of any representation or other provision contained in any Loan Document;
(n) any sale or assignment of the Loan Documents, in whole or in part;
(o) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Person, or any portion thereof, whether or not consented to by the Banks or Agent;
(p) any Any lack of commercial reasonableness in dealing with the Collateral;
(p) Any deficiencies in the Collateral or any deficiency in the ability of the assets of a Person Agent or any Lender to collect or to obtain performance from any Persons now or hereafter owned by liable for the other payment and performance of the Borrowers or any Guarantorobligation hereby guaranteed;
(q) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of the other Borrowers) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Agent or any Lender may have against a Borrower or the Collateral owned by it;
(r) Any modifications of the Loan Documents or any obligation of Borrowers relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Code, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise;
(s) Any release of a Borrower or of any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, Agent’s or the Lenders’ voluntary act or otherwise;
(t) Any action, occurrence, event or matter consented to by Borrowers under any provision hereof, or otherwise;
(u) The dissolution or termination of existence of either Borrower, any Guarantor or any other Person;
(r) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any Guarantor;
(s) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, any Borrower, any Guarantor or any of such Person's properties or assets;
(t) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon;
(u) any failure or delay of Agent or the Banks to commence an action against Borrowers or any Guarantor, to assert or enforce any remedies against Borrowers or any Guarantor under the Note or the Loan Documents, or to realize upon any security;
(v) Either with or without notice to Borrowers, any renewal, extension, modification, amendment or another changes in the invalidity or unenforceability Obligations, including but not limited to any material alteration of the Note terms of payment or any performance of the Loan DocumentsObligations;
(w) Any defense of Borrowers, including without limitation, the compromiseinvalidity, settlement, release illegality or termination unenforceability of any or all of the obligations of a Borrower or any Guarantor under the Note or the Loan DocumentsObligations; or
(x) to To the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower Borrowers might otherwise be entitled, it being the intention that the obligations of Borrowers hereunder are absolute, unconditional and irrevocable.
Appears in 1 contract
Waiver of Defenses. Each of the Borrowers Guarantor hereby agrees that its obligations hereunder shall not be affected or impaired by, and hereby waives and agrees not to assert or take advantage of any defense based uponon:
(a1) any statute of limitations and any action hereunder the incapacity or for the collection of the Notes or for the payment and performance of any of the Obligations;
(b) any incapacity, lack of authorityauthority of Borrower or any other person or entity, the death or disability of the other Borrower, any Borrower or Guarantor or any other Person;
(c) any person or entity, or the failure of the Banks or Agent to commence an action against the other Borrower, any Guarantor or any other Person or Lender to file or enforce a claim against the estate (either in administration, bankruptcy, bankruptcy or in any other proceeding) of the other Borrower, any Borrower or Guarantor or any other Person, whether person or not demand is made upon the Banks or Agent to file or enforce such claimentity;
(d) any failure of the Banks or Agent to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person in connection with the Loan Documents, including the waiver of any conditions to the making of any advance of proceeds of any Loan;
(e) any failure on the part of the Banks or Agent to ascertain the extent or nature of any assets of any Person or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent to disclose to the Borrowers any facts any of them may now or hereafter know regarding the Borrowers, any Guarantors, their respective assets, or such other parties, whether such facts materially increase the risks to Borrowers or not;
(f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
(g) any lack of acceptance or notice of acceptance of this Agreement by Banks or Agent;
(h) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents;
(i) any lack of notice of disposition or of manner of disposition of any assets of any Person;
(j) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, might otherwise be entitled;
(k) failure to properly record any document or any other lack of due diligence by the Banks or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
(l) any invalidity or irregularity, in whole or in part, of any one or more of the Loan Documents;
(m) the inaccuracy of any representation or other provision contained in any Loan Document;
(n) any sale or assignment of the Loan Documents, in whole or in part;
(o) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Person, or any portion thereof, whether or not consented to by the Banks or Agent;
(p) any lack of commercial reasonableness in dealing with any of the assets of a Person now or hereafter owned by the other of the Borrowers or any Guarantor;
(q2) the dissolution or termination of existence of either Borrower, any Guarantor Borrower or any other Person;
(r3) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any Guarantorother Person;
(s4) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affectingaffecting Borrower or Guarantor, any Borrower, any Guarantor or any of such PersonBorrower's or Guarantor's properties or assets;
(t5) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereonCollateral;
(u6) the failure of Lender to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or nonaction on the part of any other person whomsoever in connection with any obligation hereby guaranteed;
(7) any failure or delay of Agent or the Banks Lender to commence an action against Borrowers Borrower or any Guarantorother Person, to assert or enforce any remedies against Borrowers or any Guarantor Borrower under the Note or the Loan Documents, or to realize upon any security;
(v8) any failure of any duty on the part of Lender to disclose to Guarantor any facts it may now or hereafter know regarding Borrower, any other Person or the Collateral, whether such facts materially increase the risk to Guarantor or not;
(9) failure to accept or give notice of acceptance of this Guaranty by Xxxxxx;
(10) failure to make or give notice of presentment and demand for payment of any of the indebtedness or performance of any of the Obligations;
(11) failure to make or give protest and notice of dishonor or of default to Guarantor or to any other party with respect to any of the Obligations;
(12) any and all other notices whatsoever to which Guarantor might otherwise be entitled;
(13) any lack of diligence by Xxxxxx in collection, protection or realization upon any collateral securing the payment or performance of the Obligations;
(14) the invalidity or unenforceability of the Note or any of the Loan Documents;
(w15) the compromise, settlement, release or termination of any or all of the obligations of a Obligations;
(16) any transfer by Borrower or any Guarantor under other Person of all or any part of the Note Collateral;
(17) the failure of Lender to perfect any security or to extend or renew the Loan Documentsperfection of any security; or
(x18) to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower Guarantor might otherwise be entitled, it being the intention that the obligations of Guarantor hereunder are absolute, unconditional and irrevocable.
Appears in 1 contract
Samples: Unconditional Guaranty of Payment and Performance (Wellsford Real Properties Inc)
Waiver of Defenses. Each of the Borrowers hereby waives and agrees not to assert or take advantage of any defense based upon:
(a) Any right to require Agent or the Lenders to proceed against the other Borrower or any other Person or to proceed against or exhaust any security held by Agent or the Lenders at any time or to pursue any other remedy in Agent’s or any Lender’s power or under any other agreement before proceeding against a Borrower hereunder or under any other Loan Document;
(b) The defense of the statute of limitations and in any action hereunder or for the collection of the Notes or for the payment and or performance of any of the Obligations;
(bc) any Any defense that may arise by reason of the incapacity, lack of authority, death or disability of the other Borrower, any Guarantor or any other Person;
(c) any failure of the Banks or Agent to commence an action against the other Borrower, any Guarantor or any other Person or Persons or the failure of Agent or any Lender to file or enforce a claim against the estate (either in administration, bankruptcy, bankruptcy or any other proceeding) of the other Borrower, any Guarantor or any other Person, whether Person or not demand is made upon the Banks or Agent to file or enforce such claimPersons;
(d) any failure of the Banks or Agent to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person in connection with the Loan Documents, including the waiver of any conditions to the making of any advance of proceeds of any Loan;
(e) any Any failure on the part of the Banks Agent or Agent any Lender to ascertain the extent or nature of any assets of any Person Collateral or any insurance or other rights with respect thereto, or the liability of any party liable for under the Loan Documents or the obligations evidenced or secured thereby;
(e) Demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind (except for such notices as are specifically required to be provided to Borrowers pursuant to the Loan Documents), or the lack of any failure thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of any Borrower, Agent, any Lender, any endorser or creditor of Borrowers or on the Banks part of any other Person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Agent or any Lender;
(f) Any defense based upon an election of remedies by Agent or any Lender, including any election to proceed by judicial or nonjudicial foreclosure of any security, whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect of any foreclosure sale is commercially reasonable, or any election of remedies, including remedies relating to real property or personal property security, which destroys or otherwise impairs the subrogation rights of a Borrower or the rights of a Borrower to proceed against the other Borrower for reimbursement, or both;
(g) Any right or claim of right to cause a marshaling of the assets of Borrowers;
(h) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement;
(i) Any duty on the part of Agent or any Lender to disclose to the Borrowers any facts Agent or any of them Lender may now or hereafter know regarding about Borrowers or the BorrowersCollateral, regardless of whether Agent or any Guarantors, their respective assets, or such other parties, whether Lender has reason to believe that any such facts materially increase the risks risk beyond that which each Borrower intends to assume or has reason to believe that such facts are unknown to Borrowers or not;
(f) except as specifically required in the Loan Documentshas a reasonable opportunity to communicate such facts to Borrowers, any notice of intention to accelerate any it being understood and agreed that each Borrower is fully responsible for being and keeping informed of the Obligations or any notice of acceleration financial condition of the Obligations;
(g) any lack of acceptance or notice of acceptance of this Agreement by Banks or Agent;
(h) any lack of presentmentother Borrower, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the condition of the Mortgaged Property or the Collateral and of any and all circumstances bearing on the risk that liability may be incurred by Borrowers hereunder and under the other Loan Documents;
(ij) any Any lack of notice of disposition or of manner of disposition of any assets of any Person;
(j) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, might otherwise be entitledCollateral;
(k) failure to properly record any document or any other lack of due diligence by the Banks or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets Any inaccuracy of any Person representation or other provision contained in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured therebyDocument;
(l) Any sale or assignment of the Loan Documents, or any invalidity interest therein;
(m) Any sale or irregularityassignment by a Borrower or any other Person of any Collateral, or any portion thereof or interest therein, whether or not consented to by Agent or any Lender;
(n) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents;
(m) the inaccuracy of any representation or other provision contained in any Loan Document;
(n) any sale or assignment of the Loan Documents, in whole or in part;
(o) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Person, or any portion thereof, whether or not consented to by the Banks or Agent;
(p) any Any lack of commercial reasonableness in dealing with the Collateral;
(p) Any deficiencies in the Collateral or any deficiency in the ability of the assets of a Person Agent or any Lender to collect or to obtain performance from any Persons now or hereafter owned by liable for the other payment and performance of the Borrowers or any Guarantorobligation hereby guaranteed;
(q) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of the other Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Agent or any Lender may have against a Borrower or the Collateral owned by it;
(r) Any modifications of the Loan Documents or any obligation of Borrowers relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Code, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise;
(s) Any release of a Borrower or of any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, Agent’s or the Lenders’ voluntary act or otherwise;
(t) Any action, occurrence, event or matter consented to by Borrowers under any provision hereof, or otherwise;
(u) The dissolution or termination of existence of either Borrower, any Guarantor or any other Person;
(r) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any Guarantor;
(s) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, any Borrower, any Guarantor or any of such Person's properties or assets;
(t) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon;
(u) any failure or delay of Agent or the Banks to commence an action against Borrowers or any Guarantor, to assert or enforce any remedies against Borrowers or any Guarantor under the Note or the Loan Documents, or to realize upon any security;
(v) Either with or without notice to Borrowers, any renewal, extension, modification, amendment or another changes in the invalidity or unenforceability Obligations, including but not limited to any material alteration of the Note terms of payment or any performance of the Loan DocumentsObligations;
(w) Any defense of Borrowers, including without limitation, the compromiseinvalidity, settlement, release illegality or termination unenforceability of any or all of the obligations of a Borrower or any Guarantor under the Note or the Loan DocumentsObligations; or
(x) to To the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower Borrowers might otherwise be entitled, it being the intention that the obligations of Borrowers hereunder are absolute, unconditional and irrevocable.
Appears in 1 contract
Samples: Loan Agreement (Comstock Homebuilding Companies, Inc.)
Waiver of Defenses. Each of Guarantor hereby agrees that its obligations hereunder shall not be affected or impaired by, and to the Borrowers extent permitted by applicable law, hereby waives and agrees not to assert or take advantage of any defense based uponon:
(a) any statute of limitations and in any action hereunder or for the collection of the Notes or for the payment and or performance of any of the Obligationsobligation hereby guaranteed;
(b) any incapacity, the incapacity or lack of authority, death or disability authority of the other Borrower, any Guarantor Borrower or any other Personperson or entity;
(c) any failure of the Banks or Agent to commence an action against the other Borrower, any Guarantor or any other Person or to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of the other Borrower, any Guarantor or any other Person, whether or not demand is made upon the Banks or Agent to file or enforce such claim;
(d) any failure of the Banks or Agent to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person in connection with the Loan Documents, including the waiver of any conditions to the making of any advance of proceeds of any Loan;
(e) any failure on the part of the Banks or Agent to ascertain the extent or nature of any assets of any Person or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent to disclose to the Borrowers any facts any of them may now or hereafter know regarding the Borrowers, any Guarantors, their respective assets, or such other parties, whether such facts materially increase the risks to Borrowers or not;
(f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
(g) any lack of acceptance or notice of acceptance of this Agreement by Banks or Agent;
(h) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents;
(i) any lack of notice of disposition or of manner of disposition of any assets of any Person;
(j) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, might otherwise be entitled;
(k) failure to properly record any document or any other lack of due diligence by the Banks or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
(l) any invalidity or irregularity, in whole or in part, of any one or more of the Loan Documents;
(m) the inaccuracy of any representation or other provision contained in any Loan Document;
(n) any sale or assignment of the Loan Documents, in whole or in part;
(o) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Person, or any portion thereof, whether or not consented to by the Banks or Agent;
(p) any lack of commercial reasonableness in dealing with any of the assets of a Person now or hereafter owned by the other of the Borrowers or any Guarantor;
(q) the dissolution or termination of existence of either Borrower, any Guarantor or any other Person;
(rd) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any GuarantorBorrower;
(se) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, any BorrowerBorrower or Guarantor, any Guarantor or any of such PersonBorrower's or Guarantor's properties or assets;
(tf) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of property described in the improvements located thereonSecurity Deeds;
(ug) the failure of Agent or Lenders to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or nonaction on the part of any other person whomsoever in connection with any obligation hereby guaranteed;
(h) any failure or delay of Agent or the Banks Lenders to commence an action against Borrowers or any GuarantorBorrower, to assert or enforce any remedies against Borrowers or any Guarantor under Borrower xxxer the Note Notes or the Loan Documents, or to realize upon any security;
(vi) any failure of any duty on the part of Agent or Lenders to disclose to Guarantor any facts it may now or hereafter know regarding Borrower, whether such facts materially increase the risk to Guarantor or not;
(j) failure to accept or give notice of acceptance of this Guaranty by Agent or Lenders;
(k) failure to make or give notice of presentxxxx xxd demand for payment of any of the indebtedness or performance of any of the obligations hereby guaranteed;
(l) failure to make or give protest and notice of dishonor or of default to Guarantor or to any other party with respect to the indebtedness or performance of obligations hereby guaranteed;
(m) any and all other notices whatsoever to which Guarantor might otherwise be entitled;
(n) any lack of diligence by Agent or Lenders in collection, protection or realization upon any collateral securing the payment of the indebtedness or performance of obligations hereby guaranteed;
(o) the invalidity or unenforceability of the Note Notes or any of the Loan Documents;
(wp) the compromise, settlement, release or termination of any or all of the obligations of a Borrower or any Guarantor under the Note Notes or the Loan Documents;
(q) any exculpation of liability contained in the Notes or in the Loan Documents;
(r) any transfer by Borrower or any of its subsidiaries of all or any part of security described in and encumbered by the Loan Documents;
(s) the failure of Agent or Banks to perfect any security or to extend or renew the perfection of any security; or
(xt) to the fullest full extent permitted by law, law any and all other legal, equitable or surety defenses whatsoever to which a Borrower Guarantor might otherwise be entitled, it being the intention that the obligations of all Guarantor hereunder are absolute, unconditional and irrevocable.
Appears in 1 contract
Samples: Guaranty (Koger Equity Inc)
Waiver of Defenses. Each To the extent permitted by applicable law, each of the Borrowers hereby waives and agrees not to assert or take advantage of any defense based upon:
(a) Any right to require Agent or Lenders to proceed against the other Borrowers or any other Person or to proceed against or exhaust any security held by Agent or Lenders at any time or to pursue any other remedy in Agent’s or any Lender’s power or under any other agreement before proceeding against a Borrower hereunder or under any other Loan Document;
(b) The defense of the statute of limitations and in any action hereunder or for the collection of the Notes or for the payment and or performance of any of the Obligations;
(bc) any Any defense that may arise by reason of the incapacity, lack of authority, death or disability of the other Borrower, any Guarantor or any other Person;
(c) any failure of the Banks or Agent to commence an action against the other Borrower, any Guarantor or any other Person or Persons or the failure of Agent or any Lender to file or enforce a claim against the estate (either in administration, bankruptcy, bankruptcy or any other proceeding) of the other Borrower, any Guarantor or any other Person, whether Person or not demand is made upon the Banks or Agent to file or enforce such claim;Persons; NYDOCS03/1106944.11106944.3
(d) Any failure on the part of Agent or any failure Lender to ascertain the liability of any party liable under the Loan Documents or the obligations evidenced or secured thereby;
(e) Demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind (except for such notices as are specifically required to be provided to the Borrowers pursuant to the Loan Documents), or the lack of any thereof, including, without limiting the generality of the Banks or Agent to give foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction non-action on the part of any Borrower, Agent, any Lender, any endorser or creditor of the Borrowers or on the part of any other Person whomsoever under this or any other instrument in connection with the Loan Documents, including the waiver any obligation or evidence of any conditions to the making of any advance of proceeds of any Loan;
(e) any failure on the part of the Banks or indebtedness held by Agent to ascertain the extent or nature of any assets of any Person or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent to disclose to the Borrowers any facts any of them may now or hereafter know regarding the Borrowers, any Guarantors, their respective assets, or such other parties, whether such facts materially increase the risks to Borrowers or notLender;
(f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
(g) any lack of acceptance or notice of acceptance of this Agreement by Banks or Agent;
(h) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents;
(i) any lack of notice of disposition or of manner of disposition of any assets of any Person;
(j) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, might otherwise be entitled;
(k) failure to properly record any document or any other lack of due diligence by the Banks or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
(l) any invalidity or irregularity, in whole or in part, of any one or more of the Loan Documents;
(m) the inaccuracy of any representation or other provision contained in any Loan Document;
(n) any sale or assignment of the Loan Documents, in whole or in part;
(o) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Person, or any portion thereof, whether or not consented to by the Banks or Agent;
(p) any lack of commercial reasonableness in dealing with any of the assets of a Person now or hereafter owned by the other of the Borrowers or any Guarantor;
(q) the dissolution or termination of existence of either Borrower, any Guarantor or any other Person;
(r) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any Guarantor;
(s) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, any Borrower, any Guarantor or any of such Person's properties or assets;
(t) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon;
(u) any failure or delay of Agent or the Banks to commence an action against Borrowers or any Guarantor, to assert or enforce any remedies against Borrowers or any Guarantor under the Note or the Loan Documents, or to realize upon any security;
(v) the invalidity or unenforceability of the Note or any of the Loan Documents;
(w) the compromise, settlement, release or termination of any or all of the obligations of a Borrower or any Guarantor under the Note or the Loan Documents; or
(x) to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower might otherwise be entitled
Appears in 1 contract
Samples: Term Loan Agreement (Independence Realty Trust, Inc.)
Waiver of Defenses. Each of the Borrowers Guarantor hereby agrees that its obligations hereunder shall not be affected or impaired by, and hereby waives and agrees not to assert or take advantage of any defense based uponon:
(a) any statute of limitations and in any action hereunder or for the collection of the Notes or for the payment and or performance of any of the ObligationsObligation;
(b) any incapacity, the incapacity or lack of authorityauthority of Borrower or any other person or entity, the death or disability of the other Borrower, any Borrower or Guarantor or any other Person;
(c) any person or entity, or the failure of the Banks or Agent to commence an action against the other Borrower, any Guarantor or any other Person or Lender to file or enforce a claim against the estate (either in administration, bankruptcy, bankruptcy or in any other proceeding) of the other Borrower, any Borrower or Guarantor or any other Person, whether person or not demand is made upon the Banks or Agent to file or enforce such claimentity;
(d) any failure of the Banks or Agent to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person in connection with the Loan Documents, including the waiver of any conditions to the making of any advance of proceeds of any Loan;
(e) any failure on the part of the Banks or Agent to ascertain the extent or nature of any assets of any Person or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent to disclose to the Borrowers any facts any of them may now or hereafter know regarding the Borrowers, any Guarantors, their respective assets, or such other parties, whether such facts materially increase the risks to Borrowers or not;
(f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
(g) any lack of acceptance or notice of acceptance of this Agreement by Banks or Agent;
(h) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents;
(i) any lack of notice of disposition or of manner of disposition of any assets of any Person;
(j) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, might otherwise be entitled;
(k) failure to properly record any document or any other lack of due diligence by the Banks or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
(l) any invalidity or irregularity, in whole or in part, of any one or more of the Loan Documents;
(m) the inaccuracy of any representation or other provision contained in any Loan Document;
(n) any sale or assignment of the Loan Documents, in whole or in part;
(o) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Person, or any portion thereof, whether or not consented to by the Banks or Agent;
(p) any lack of commercial reasonableness in dealing with any of the assets of a Person now or hereafter owned by the other of the Borrowers or any Guarantor;
(qc) the dissolution or termination of existence of either any Borrower, any Guarantor or any other Person;
(rd) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any GuarantorBorrower;
(se) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, any BorrowerBorrower or Guarantor, any Guarantor or any of such PersonBorrower's or Guarantor's properties or assets;
(tf) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereonBorrowing Base Assets;
(ug) the failure of the Agent or any Lender to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or nonaction on the part of any other person whomsoever in connection with any obligation hereby guaranteed;
(h) any failure or delay of the Agent or the Banks any Lender to commence an action against Borrowers or any GuarantorBorrower, to assert or enforce any remedies against Borrowers or any Guarantor Borrower under the Note Notes or the Loan Documents, or to realize upon any security;
(vi) any failure of any duty on the part of the Agent or any Lender to disclose to Guarantor any facts it may now or hereafter know regarding Borrower, whether such facts materially increase the risk to Guarantor or not;
(j) failure to accept or give notice of acceptance of this Guaranty by the Lenders;
(k) failure to make or give notice of presentment and demand for payment of any of the indebtedness or performance of any of the Obligations;
(l) failure to make or give protest and notice of dishonor or of default to Guarantor or to any other party with respect to any of the Obligations;
(m) any and all other notices whatsoever to which Guarantor might otherwise be entitled;
(n) any lack of diligence by the Agent or any Lender in collection, protection or realization upon any collateral securing the payment or performance of the Obligations;
(o) the invalidity or unenforceability of the Note Notes or any of the Loan Documents;
(wp) the compromise, settlement, release or termination of any or all of the obligations Obligations;
(q) any exculpation of a Borrower liability contained in the Notes or any Guarantor under the Note or in the Loan Documents;
(r) any transfer by Borrower of all or any part of the security encumbered by the Loan Documents;
(s) the failure of the Agent or any Lender to perfect any security or to extend or renew the perfection of any security; or
(xt) to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower Guarantor might otherwise be entitled, it being the intention that the obligations of Guarantor hereunder are absolute, unconditional and irrevocable.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Humphrey Hospitality Trust Inc)
Waiver of Defenses. Each of the Borrowers Guarantor hereby waives and agrees not to assert or take advantage of any defense based upon:
: (a) any statute of limitations and any action hereunder or for the collection of the Notes or for the payment and performance of any of the Obligations;
(b) any incapacity, lack of authority, death or disability of the other Borrower, any Guarantor or any other Person;
person or entity; (cb) any failure of the Banks or Agent Lender to commence an action against the other Borrower, any Guarantor Borrower or any other Person person or entity (including, without limitation, other guarantors, if any), or to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of the other Borrower, any Guarantor Borrower or any other Personperson or entity, whether or not demand is made upon the Banks or Agent Lender to file or enforce such claim;
; (dc) any failure of the Banks or Agent Lender to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person person or entity, in connection with the Loan Documents, including the waiver of Documents or any conditions to the making of any advance of proceeds of any Loan;
obligation hereby guaranteed; (ed) any failure on the part of the Banks or Agent Lender to ascertain the extent or nature of any assets of any Person the Collateral or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent Lender to disclose to the Borrowers Guarantor any facts any of them it may now or hereafter know regarding Borrower, the Borrowers, any Guarantors, their respective assetsCollateral, or such other parties, whether such facts materially increase the risks to Borrowers or not;
; (f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
(ge) any lack of acceptance or notice of acceptance of this Agreement Guaranty by Banks or Agent;
Lender; (hf) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents;
; (ig) any lack of notice of disposition or of manner of disposition of any assets of any Person;
Collateral; (jh) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, Guarantor might otherwise be entitled;
; (ki) failure to properly record any document or any other lack of due diligence by the Banks or Agent Lender in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person Collateral or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
; (lj) any invalidity invalidity, irregularity or irregularityunenforceability, in whole or in part, of any one or more of the Loan Documents;
; (mk) the inaccuracy of any representation or other provision contained in any Loan Document;
; (nl) any sale or assignment of the Loan Documents, in whole or in part;
; (om) any sale or assignment by any Borrower of the Borrowers or any Guarantor of any assets of such PersonCollateral, or any portion thereof, whether or not consented to by the Banks or Agent;
Lender; (pn) any lack of commercial reasonableness in dealing with Collateral; (o) any deficiencies in the Collateral or any deficiency in the ability of the assets of a Person Lender to collect or obtain performance from any persons or entities now or hereafter owned liable for the payment or performance of any obligation hereby guaranteed; (p) an assertion or claim that the automatic stay provided by the other of the Borrowers or any Guarantor;
11 U.S.C. §362 (q) the dissolution or termination of existence of either Borrower, any Guarantor or any other Person;
(r) arising upon the voluntary or involuntary liquidation, sale or other disposition bankruptcy proceeding of all or substantially all of the assets of either Borrower or any Guarantor;
(s) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment ofBorrower), or any similar proceeding affectingother stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any Borrowerjurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter acquired, which Lender may have against Guarantor or any of such Person's properties or assets;
the Collateral; (t) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon;
(uq) any failure or delay of Agent or the Banks to commence an action against Borrowers or any Guarantor, to assert or enforce any remedies against Borrowers or any Guarantor under the Note or the Loan Documents, or to realize upon any security;
(v) the invalidity or unenforceability of the Note or any modifications of the Loan Documents;
(w) Documents or any obligation of Borrower relating to the compromise, settlement, release Loan by operation of law or termination by action of any or all court, whether pursuant to the Bankruptcy Reform Act of the obligations of a Borrower 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (r) any action, occurrence, event or matter consented to by Guarantor under the Note or the Loan Documents; or
(x) to the fullest extent permitted by lawSection 3.01 hereof, under any other legalprovision hereof, equitable or surety defenses whatsoever to which a Borrower might otherwise be entitledotherwise.
Appears in 1 contract
Samples: Unconditional Guaranty of Payment and Performance (Servidyne, Inc.)
Waiver of Defenses. Each of the Borrowers Guarantor hereby waives and agrees not to assert or take advantage of any defense based upon:
: (a) any statute of limitations and any action hereunder or for the collection of the Notes or for the payment and performance of any of the Obligations;
(b) any incapacity, lack of authority, death or disability of the other Borrower, any Guarantor or any other Person;
person or entity; (cb) any failure of the Banks or Agent Lender to commence an action against the other Borrower, any Guarantor Borrower or any other Person person or entity (including, without limitation, other guarantors, if any) , or to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of the other Borrower, any Guarantor Borrower or any other Personperson or entity, whether or not demand is made upon the Banks or Agent Lender to file or enforce such claim;
; (dc) any failure of the Banks or Agent Lender to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person person or entity, in connection with the Loan Documents, including the waiver of Documents or any conditions to the making of any advance of proceeds of any Loan;
obligation hereby guaranteed; (ed) any failure on the part of the Banks or Agent Lender to ascertain the extent or nature of any assets of any Person the Collateral or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent Lender to disclose to the Borrowers Guarantor any facts any of them it may now or hereafter know regarding Borrower, the Borrowers, any Guarantors, their respective assetsCollateral, or such other parties, whether such facts materially increase the risks to Borrowers or not;
; (f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
(ge) any lack of acceptance or notice of acceptance of this Agreement Guaranty by Banks or Agent;
Lender; (hf) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents;
; (ig) any lack of notice of disposition or of manner of disposition of any assets of any Person;
Collateral; (jh) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, Guarantor might otherwise be entitled;
; (ki) failure to properly record any document or any other lack of due diligence by the Banks or Agent Lender in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person Collateral or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
; (lj) any invalidity invalidity, irregularity or irregularityunenforceability, in whole or in part, of any one or more of the Loan Documents;
; (mk) the inaccuracy of any representation or other provision contained in any Loan Document;
; (n1) any sale or assignment of the Loan Documents, in whole or in part;
; (om) any sale or assignment by any Borrower of the Borrowers or any Guarantor of any assets of such PersonCollateral, or any portion thereofthereof , whether or not consented to by the Banks or Agent;
Lender; (pn) any lack of commercial reasonableness in dealing with Collateral; (o) any deficiencies in the Collateral or any deficiency in the ability of the assets of a Person Lender to collect or obtain performance from any persons or entities now or hereafter owned liable for the payment or performance of any obligation hereby guaranteed; (p) an assertion or claim that the automatic stay provided by the other of the Borrowers or any Guarantor;
11 U.S.C. ss.362 (q) the dissolution or termination of existence of either Borrower, any Guarantor or any other Person;
(r) arising upon the voluntary or involuntary liquidation, sale or other disposition bankruptcy proceeding of all or substantially all of the assets of either Borrower or any Guarantor;
(s) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment ofBorrower), or any similar proceeding affectingother stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any Borrowerjurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter acquired, which Lender may have against Guarantor or any of such Person's properties or assets;
the Collateral; (t) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon;
(uq) any failure or delay of Agent or the Banks to commence an action against Borrowers or any Guarantor, to assert or enforce any remedies against Borrowers or any Guarantor under the Note or the Loan Documents, or to realize upon any security;
(v) the invalidity or unenforceability of the Note or any modifications of the Loan Documents;
(w) Documents or any obligation of Borrower relating to the compromise, settlement, release Loan by operation of law or termination by action of any or all court, whether pursuant to the Bankruptcy Reform Act of the obligations of a Borrower 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (r) any action, occurrence, event or matter consented to by Guarantor under the Note or the Loan Documents; or
(x) to the fullest extent permitted by lawSection 3.01 hereof, under any other legalprovision hereof, equitable or surety defenses whatsoever to which a Borrower might otherwise be entitledotherwise.
Appears in 1 contract
Waiver of Defenses. Each of the Borrowers Guarantor hereby waives and agrees not to assert or -------------------- take advantage of any defense based upon:
: (a) any statute of limitations and any action hereunder or for the collection of the Notes or for the payment and performance of any of the Obligations;
(b) any incapacity, lack of authority, death death, or disability of the other Borrower, any Guarantor or any other Person;
person or entity; (cb) any failure of the Banks or Agent Lender to commence an action against the other Borrower, any Guarantor Borrower or any other Person person or entity (including, without limitation, other guarantors, if any) or to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of the other Borrower, any Guarantor Borrower or any other Personperson or entity, whether or not demand is made upon the Banks or Agent Lender to file or enforce such claim;
; (dc) any failure of the Banks or Agent Lender to give notice of the existence, creation creation, or incurring of any new or additional indebtedness or other obligation or of any action or nonaction non-action on the part of any other Person person or entity in connection with the Loan Documents, including the waiver of Documents or any conditions to the making of any advance of proceeds of any Loan;
obligation hereby guaranteed; (ed) any failure on the part of the Banks or Agent Lender to ascertain the extent or nature of any assets of any Person the Collateral or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent Lender to disclose to the Borrowers Guarantor any facts any of them Lender may now or hereafter know regarding Borrower, the Borrowers, any Guarantors, their respective assetsCollateral, or such other parties, whether such facts materially increase the risks to Borrowers or not;
; (f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
(ge) any lack of acceptance or notice of acceptance of this Agreement Guaranty by Banks or Agent;
Lender; (hf) any lack of presentment, demand, protest, or notice of demand, protest, dishonor, demand, protest or nonpayment non-payment with respect to any indebtedness or obligations under any of the Loan Documents;
; (ig) any lack of notice of disposition or of manner of disposition of any assets of any Person;
Collateral; (jh) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, Guarantor might otherwise be entitled;
; (ki) failure to properly record any document or any other lack of due diligence by the Banks or Agent Lender in creating or perfecting a security interest in or collection, protection protection, or realization upon any assets of any Person Collateral or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
; (lj) any invalidity invalidity, irregularity, or irregularityunenforceability, in whole or in part, of any one or more of the Loan Documents;
; (mk) the inaccuracy of any representation or other provision contained in any Loan Document;
; (nl) any sale or assignment of the Loan Documents, in whole or in part;
; (om) any sale or assignment by any Borrower of the Borrowers or any Guarantor of any assets of such PersonCollateral, or any portion thereof, whether or not consented to by the Banks or Agent;
Lender; (pn) any lack of commercial reasonableness in dealing with Collateral; (o) any deficiencies in the Collateral or any deficiency in the ability of the assets of a Person Lender to collect or obtain performance from any persons or entities now or hereafter owned liable for the payment or performance of any obligation hereby guaranteed; (p) an assertion or claim that the automatic stay provided by the other of the Borrowers or any Guarantor;
11 U.S.C. 362 (q) the dissolution or termination of existence of either Borrower, any Guarantor or any other Person;
(r) arising upon the voluntary or involuntary liquidation, sale or other disposition bankruptcy proceeding of all or substantially all of the assets of either Borrower or any Guarantor;
(s) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment ofBorrower), or any similar proceeding affectingother stay provided under any other debtor relief law (whether statutory, common law, case law, or otherwise) of any Borrowerjurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce, or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter acquired, which Lender may have against Guarantor or any of such Person's properties or assets;
the Collateral; (t) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon;
(uq) any failure or delay of Agent or the Banks to commence an action against Borrowers or any Guarantor, to assert or enforce any remedies against Borrowers or any Guarantor under the Note or the Loan Documents, or to realize upon any security;
(v) the invalidity or unenforceability of the Note or any modifications of the Loan Documents;
(w) Documents or any obligation of Borrower relating to the compromise, settlement, release Loan by operation of law or termination by action of any or all court, whether pursuant to the Bankruptcy Reform Act of the obligations of a Borrower 1978, as amended, or any other debtor relief law (whether statutory, common law, case law, or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (r) any action, occurrence, event, or matter consented to by Guarantor under the Note or the Loan Documents; or
(x) to the fullest extent permitted by lawSection 3.01 hereof, under any other legalprovision hereof, equitable or surety defenses whatsoever to which a Borrower might otherwise be entitledotherwise.
Appears in 1 contract
Samples: Unconditional Guaranty of Payment and Performance (Emeritus Corp\wa\)
Waiver of Defenses. Each of the Borrowers Guarantor hereby waives and agrees not to assert ------------------ or take advantage of any defense based upon:
: (a) any statute of limitations and any action hereunder or for the collection of the Notes or for the payment and performance of any of the Obligations;
(b) any incapacity, lack of authority, death or disability of the other Borrower, any Guarantor or any other Person;
person or entity; (cb) any failure of the Banks or Agent PHC-SUB to commence an action against the other Borrower, any Guarantor Practice or any other Person person or entity (including, without limitation, other guarantors, if any), or to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of the other Borrower, any Guarantor Practice or any other Personperson or entity, whether or not demand is made upon the Banks or Agent PHC-SUB to file or enforce such claim;
; (dc) any failure of the Banks or Agent PHC-SUB to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person person or entity, in connection with the Loan Documents, including the waiver of PM Agreement or any conditions to the making of any advance of proceeds of any Loan;
obligation hereby guaranteed; (ed) any failure on the part of the Banks or Agent to ascertain the extent or nature of any assets of any Person or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent PHC-SUB to disclose to the Borrowers Guarantor any facts any of them it may now or hereafter know regarding the Borrowers, any Guarantors, their respective assets, or such other parties, whether such facts materially increase the risks to Borrowers or not;
Practice; (f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
(ge) any lack of acceptance or notice of acceptance of this Agreement Guaranty by Banks or Agent;
PHC-SUB; (hf) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents;
PM Agreement; (ig) any lack of notice of disposition or of manner of disposition of any assets of any Person;
(j) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, Guarantor might otherwise be entitled;
; (k) failure to properly record any document or any other lack of due diligence by the Banks or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
(lh) any invalidity invalidity, irregularity or irregularityunenforceability, in whole or in part, of any one or more of the Loan Documents;
PM Agreement; and (m) the inaccuracy of any representation or other provision contained in any Loan Document;
(ni) any sale action, occurrence, event or assignment of the Loan Documents, in whole or in part;
(o) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Person, or any portion thereof, whether or not matter consented to by the Banks or Agent;
(p) any lack of commercial reasonableness in dealing with any of the assets of a Person now or hereafter owned by the other of the Borrowers or any Guarantor;
(q) the dissolution or termination of existence of either BorrowerGuarantor under Section 3.01 hereof, any Guarantor or under any other Person;
(r) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any Guarantor;
(s) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, compositionprovision hereof, or readjustment of, or any similar proceeding affecting, any Borrower, any Guarantor or any of such Person's properties or assets;
(t) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon;
(u) any failure or delay of Agent or the Banks to commence an action against Borrowers or any Guarantor, to assert or enforce any remedies against Borrowers or any Guarantor under the Note or the Loan Documents, or to realize upon any security;
(v) the invalidity or unenforceability of the Note or any of the Loan Documents;
(w) the compromise, settlement, release or termination of any or all of the obligations of a Borrower or any Guarantor under the Note or the Loan Documents; or
(x) to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower might otherwise be entitledotherwise.
Appears in 1 contract
Samples: Practice Management Agreement (Physician Health Corp)
Waiver of Defenses. Each of the Borrowers Guarantor hereby waives and agrees not to assert or take advantage of any defense based upon:
(a) any statute of limitations and any action hereunder or for the collection of the Notes or for the payment and performance of any of the Obligations;
(b) any incapacity, lack of authority, death or disability of the other Borrower, any Guarantor or any other Person;
person or entity; (cb) any failure of the Banks or Agent Lender to commence an action against the other Borrower, any Guarantor Borrower or any other Person person or entity (including, without limitation, other guarantors, if any) , or to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of the other Borrower, any Guarantor Borrower or any other Personperson or entity, whether or not demand is made upon the Banks or Agent Lender to file or enforce such claim;
; (dc) any failure of the Banks or Agent Lender to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person person or entity, in connection with the Loan Documents, including the waiver of Documents or any conditions to the making of any advance of proceeds of any Loan;
obligation hereby guaranteed; (ed) any failure on the part of the Banks or Agent Lender to ascertain the extent or nature of any assets of any Person the Collateral or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent Lender to disclose to the Borrowers Guarantor any facts any of them it may now or hereafter know regarding Borrower, the Borrowers, any Guarantors, their respective assetsCollateral, or such other parties, whether such facts materially increase the risks to Borrowers or not;
; (f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
(ge) any lack of acceptance or notice of acceptance of this Agreement Guaranty by Banks or Agent;
Lender; (hf) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents;
; (ig) any lack of notice of disposition or of manner of disposition of any assets of any Person;
Collateral; (jh) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, Guarantor might otherwise be entitled;
; (ki) failure to properly record any document or any other lack of due diligence by the Banks or Agent Lender in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person Collateral or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
; (lj) any invalidity or irregularityinvalidity, in whole or in part, of any one or more of the Loan Documents;
(m) the inaccuracy of any representation or other provision contained in any Loan Document;
(n) any sale or assignment of the Loan Documents, in whole or in part;
(o) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Person, or any portion thereof, whether or not consented to by the Banks or Agent;
(p) any lack of commercial reasonableness in dealing with any of the assets of a Person now or hereafter owned by the other of the Borrowers or any Guarantor;
(q) the dissolution or termination of existence of either Borrower, any Guarantor or any other Person;
(r) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any Guarantor;
(s) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, any Borrower, any Guarantor or any of such Person's properties or assets;
(t) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon;
(u) any failure or delay of Agent or the Banks to commence an action against Borrowers or any Guarantor, to assert or enforce any remedies against Borrowers or any Guarantor under the Note or the Loan Documents, or to realize upon any security;
(v) the invalidity or unenforceability of the Note or any of the Loan Documents;
(w) the compromise, settlement, release or termination of any or all of the obligations of a Borrower or any Guarantor under the Note or the Loan Documents; irregularity or
(x) to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower might otherwise be entitled
Appears in 1 contract
Waiver of Defenses. Each The Borrower agrees that its obligations under this Agreement and the other Loan Documents are absolute and unconditional, irrespective of the Borrowers hereby waives and agrees not to assert value, genuineness, validity, regularity or take advantage enforceability of any defense based upon:
(a) any statute of limitations and any action hereunder or for the collection of the Notes or for the payment and performance of any of the Obligations;
(b) any incapacity, lack of authority, death or disability of the other Borrower, any Guarantor or any other Person;
(c) any failure of the Banks or Agent to commence an action against the other Borrower, any Guarantor or any other Person or to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of the other Borrower, any Guarantor or any other Person, whether or not demand is made upon the Banks or Agent to file or enforce such claim;
(d) any failure of the Banks or Agent to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person in connection with the Loan Documents, including the waiver of any conditions to the making of any advance of proceeds of any Loan;
(e) any failure on the part of the Banks or Agent to ascertain the extent or nature of any assets of any Person or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent to disclose to the Borrowers any facts any of them may now or hereafter know regarding the Borrowers, any Guarantors, their respective assets, or such other parties, whether such facts materially increase the risks to Borrowers or not;
(f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
(g) any lack of acceptance or notice of acceptance of this Agreement by Banks or Agent;
(h) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents;
(i) any lack of notice of disposition or of manner of disposition of any assets of any Person;
(j) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, might otherwise be entitled;
(k) failure to properly record any document or any other lack of due diligence by the Banks agreement or Agent in creating instrument referred to therein, or perfecting a security interest in any substitution, release or collection, protection or realization upon any assets exchange of any Person other guaranty of or in obtaining reimbursement or performance from any person or entity now or hereafter liable security for the Loan Documents Debt, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense, it being the intent of this Section 8.1 that the obligations of the Borrower hereunder shall be absolute and unconditional under any obligation secured thereby;
(l) any invalidity or irregularityand all circumstances. Without limiting the generality of the foregoing, in whole or in part, it is agreed that the occurrence of any one or more of the Loan Documentsfollowing shall not alter or impair the liability of the Borrower hereunder which shall remain absolute and unconditional as described above:
(a) at any time or from time to time, without notice to the Borrower, the time for any performance of, or compliance with, any obligations for the payment of all or any portion of the Debt may be extended, or such performance or compliance may be waived;
(mb) any of the inaccuracy acts required or contemplated in any of the provisions of any representation of the Loan Documents or any other provision contained in any Loan Documentagreement or instrument referred therein may be performed or omitted;
(nc) the maturity of all or any sale portion of the Debt may be accelerated as may be provided hereunder, or assignment the Maturity Date may be extended, or all or any of portion of the Debt may be waived, modified, supplemented or amended in any respect, or any right under any of the Loan Documents, Documents or any other agreement or instrument referred to therein may be waived or extended or any other guaranty of all or any portion of the Debt or any security therefor may be released or exchanged in whole or in partpart or otherwise dealt with;
(od) any sale or assignment by any the Lender receives and holds security for the payment of the Borrowers Debt or any Guarantor other indebtedness of the Borrower to the Lender and exchanges, enforces, waives, releases, fails to perfect, sells, or otherwise disposes of any assets such security;
(e) the Lender applies such security and directs the order or manner of such Person, sale thereof as the Lender in its discretion may determine;
(f) the Lender releases or substitutes all or any portion thereof, whether of the Debt or not consented any other indebtedness of the Borrower to by the Banks or AgentLender;
(pg) any lack of commercial reasonableness Lien granted to, or in dealing with favor of, the Lender as security for all or any portion of the assets of a Person now Debt shall fail to attach or hereafter owned by the other of the Borrowers or any Guarantorbe perfected;
(qh) the dissolution or termination of existence of either Borrower, any Guarantor all or any other portion of the Debt or any Lien granted or purported to be granted in respect thereof shall be determined to be void or voidable or shall be subordinated to the claims of any Person;; or
(ri) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or there shall occur any Guarantor;
(s) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, reorganization or readjustment of, or any similar proceeding affecting, any Borrower, any Guarantor or any of such Person's properties or assets;
(t) the damage, destruction, condemnation, foreclosure or surrender of all or any part dissolution of the Real Estate or any Borrower. With respect to its obligations hereunder, the Borrower hereby expressly waives diligence, presentment, demand of the improvements located thereon;
payment (u) any failure or delay of Agent or the Banks to commence an action against Borrowers or any Guarantor, to assert or enforce any remedies against Borrowers or any Guarantor under the Note or except for such demands provided for in the Loan Documents), protest and all notices (except for notices provided for in the Loan Documents) whatsoever, and any requirement that the Lender exhaust any right, power or to realize upon remedy or proceed against any security;
(v) the invalidity or unenforceability of the Note or Person under any of the Loan Documents;
(w) the compromiseDocuments or any other agreement or instrument referred to therein, settlementor against any other Person under any other guaranty of, release or termination of security for, or obligation relating to, all or any or all portion of the obligations of a Borrower or any Guarantor under the Note or the Loan Documents; or
(x) to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower might otherwise be entitledDebt.
Appears in 1 contract
Samples: Loan Agreement (BRT Realty Trust)
Waiver of Defenses. Each of the Borrowers Guarantor hereby agrees that its obligations hereunder shall not be affected or impaired by, and hereby waives and agrees not to assert or take advantage of any defense based uponon:
(a) any statute of limitations and any action hereunder the incapacity or for the collection of the Notes or for the payment and performance of any of the Obligations;
(b) any incapacity, lack of authorityauthority of Borrower or any other person or entity, the death or disability of the other Borrower, Borrower or any Guarantor or any other Person;
(c) any person or entity, or the failure of the Banks or Agent to commence an action against the other Borrower, any Guarantor or any other Person or Lender to file or enforce a claim against the estate (either in administration, bankruptcy, bankruptcy or in any other proceeding) of the other Borrower, Borrower or any Guarantor or any other Person, whether person or not demand is made upon the Banks or Agent to file or enforce such claimentity;
(d) any failure of the Banks or Agent to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person in connection with the Loan Documents, including the waiver of any conditions to the making of any advance of proceeds of any Loan;
(e) any failure on the part of the Banks or Agent to ascertain the extent or nature of any assets of any Person or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent to disclose to the Borrowers any facts any of them may now or hereafter know regarding the Borrowers, any Guarantors, their respective assets, or such other parties, whether such facts materially increase the risks to Borrowers or not;
(f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
(g) any lack of acceptance or notice of acceptance of this Agreement by Banks or Agent;
(h) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents;
(i) any lack of notice of disposition or of manner of disposition of any assets of any Person;
(j) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, might otherwise be entitled;
(k) failure to properly record any document or any other lack of due diligence by the Banks or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
(l) any invalidity or irregularity, in whole or in part, of any one or more of the Loan Documents;
(m) the inaccuracy of any representation or other provision contained in any Loan Document;
(n) any sale or assignment of the Loan Documents, in whole or in part;
(o) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Person, or any portion thereof, whether or not consented to by the Banks or Agent;
(p) any lack of commercial reasonableness in dealing with any of the assets of a Person now or hereafter owned by the other of the Borrowers or any Guarantor;
(qb) the dissolution or termination of existence of either Borrower, any Guarantor Borrower or any other Person;
(rc) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any Guarantorother Person;
(sd) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, any affecting Borrower, any Guarantor Guarantor, Property Owner, Manager, Member, or any of such PersonBorrower's, any Guarantor's, Property Owner's, Manager's or Member's properties or assets;
(te) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate Mezzanine Property or any of the improvements located thereonCollateral;
(uf) the failure of Lender to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or nonaction on the part of any other person whomsoever in connection with any obligation hereby guaranteed;
(g) any failure or delay of Agent or the Banks Lender to commence an action against Borrowers Borrower or any Guarantorother Person, to assert or enforce any remedies against Borrowers or any Guarantor Borrower under the Note or the Loan Documents, or to realize upon any security;
(vh) any failure of any duty on the part of Lender to disclose to Guarantor any facts it may now or hereafter know regarding Borrower, the Property Owner or any other Person, or the Mezzanine Property or the property encumbered by the Security Documents, whether such facts materially increase the risk to Guarantor or not;
(i) failure to accept or give notice of acceptance of this Guaranty by Xxxxxx;
(j) failure to make or give notice of presentment and demand for payment of any of the indebtedness or performance of any of the obligations hereby guaranteed;
(k) failure to make or give protest and notice of dishonor or of default to Guarantor or to any other party with respect to the indebtedness or performance of obligations hereby guaranteed;
(l) any and all other notices whatsoever to which Guarantor might otherwise be entitled;
(m) any lack of diligence by Xxxxxx in collection, protection or realization upon any collateral securing the payment of the indebtedness or performance of obligations hereby guaranteed;
(n) the invalidity or unenforceability of the Note or any of the Loan Documents;
(wo) the compromise, settlement, release or termination of any or all of the obligations of a Borrower or any Guarantor under the Note or the Loan Documents;
(p) any transfer by Borrower or any other Person of all or any part of the security encumbered by the Loan Documents;
(q) the failure of Lender to perfect any security or to extend or renew the perfection of any security; or
(xr) to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower Guarantor might otherwise be entitled, it being the intention that the obligations of Guarantor hereunder are absolute, unconditional (subject to the terms of Paragraphs 24 and 25, below) and irrevocable.
Appears in 1 contract
Samples: Conditional Guaranty of Payment (Wellsford Real Properties Inc)
Waiver of Defenses. Each of the Borrowers Guarantor hereby waives and agrees not to assert ------------------ or take advantage of any defense based upon:
: (a) any statute of limitations and any action hereunder or for the collection of the Notes or for the payment and performance of any of the Obligations;
(b) any incapacity, lack of authority, death or disability of the other Borrower, any Guarantor or any other Person;
person or entity; (cb) any failure of the Banks or Agent EMPLOYEE to commence an action against the other Borrower, any Guarantor Practice or any other Person person or entity (including, without limitation, other guarantors, if any), or to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of the other Borrower, any Guarantor Practice or any other Personperson or entity, whether or not demand is made upon the Banks or Agent EMPLOYEE to file or enforce such claim;
; (dc) any failure of the Banks or Agent EMPLOYEE to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person person or entity, in connection with the Loan Documents, including the waiver of Agreement or any conditions to the making of any advance of proceeds of any Loan;
obligation hereby guaranteed; (ed) any failure on the part of the Banks or Agent to ascertain the extent or nature of any assets of any Person or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent EMPLOYEE to disclose to the Borrowers Guarantor any facts any of them it may now or hereafter know regarding the Borrowers, any Guarantors, their respective assets, or such other parties, whether such facts materially increase the risks to Borrowers or not;
Practice; (f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
(ge) any lack of acceptance or notice of acceptance of this Agreement Guaranty by Banks or Agent;
EMPLOYEE; (hf) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents;
Agreement; (ig) any lack of notice of disposition or of manner of disposition of any assets of any Person;
(j) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, Guarantor might otherwise be entitled;
; (k) failure to properly record any document or any other lack of due diligence by the Banks or Agent in creating or perfecting a security interest in or collection, protection or realization upon any assets of any Person or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the Loan Documents or any obligation secured thereby;
(lh) any invalidity invalidity, irregularity or irregularityunenforceability, in whole or in part, of any one or more of the Loan Documents;
Agreement; and (m) the inaccuracy of any representation or other provision contained in any Loan Document;
(ni) any sale action, occurrence, event or assignment of the Loan Documents, in whole or in part;
(o) any sale or assignment by any of the Borrowers or any Guarantor of any assets of such Person, or any portion thereof, whether or not matter consented to by the Banks or Agent;
(p) any lack of commercial reasonableness in dealing with any of the assets of a Person now or hereafter owned by the other of the Borrowers or any Guarantor;
(q) the dissolution or termination of existence of either BorrowerGuarantor under Section 3.01 hereof, any Guarantor or under any other Person;
(r) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either Borrower or any Guarantor;
(s) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, compositionprovision hereof, or readjustment of, or any similar proceeding affecting, any Borrower, any Guarantor or any of such Person's properties or assets;
(t) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Real Estate or any of the improvements located thereon;
(u) any failure or delay of Agent or the Banks to commence an action against Borrowers or any Guarantor, to assert or enforce any remedies against Borrowers or any Guarantor under the Note or the Loan Documents, or to realize upon any security;
(v) the invalidity or unenforceability of the Note or any of the Loan Documents;
(w) the compromise, settlement, release or termination of any or all of the obligations of a Borrower or any Guarantor under the Note or the Loan Documents; or
(x) to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which a Borrower might otherwise be entitledotherwise.
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