Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Newell Brands Inc.), Receivables Purchase Agreement (Synchronoss Technologies Inc), Receivables Purchase Agreement (Chemours Co)
Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Gray Television Inc), Receivables Purchase Agreement (Ortho Clinical Diagnostics Holdings PLC), Receivables Purchase Agreement (Wolverine World Wide Inc /De/)
Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (Ai) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (Bii) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (Ciii) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (Div) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) )
(Ai) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (Bii) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (Ciii) any rights to set-offs, recoupments and counterclaims, and (Div) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.this
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.), Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)
Waiver of Rights. The Seller expressly waives Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to the fullest extent permitted or further assent by Applicable Law: any Guarantor, (ai) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Agent or any Lender may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, (ii) the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers liability of any other party upon or for any part thereof, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by Lender, (iii) the SellerRevolving Credit Agreement, to (A) proceed against any Obligorthe Revolving Notes, the Swing Line Note, the other Credit Documents, any Originator, the Servicer, the Performance Guarantor or Standby Letter of Credit and any other Person, (B) proceed against or exhaust any other collateral security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability document or other defense of guarantee or document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Agent and/or any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person Lender may deem advisable from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights time to set-offs, recoupments and counterclaimstime, and (Div) promptnessany collateral security, diligence and guarantee or right of set-off at any requirement that time held by the Administrative Agent and or any Lender for the Purchasers payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against any of the Guarantors, the Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Company or any other Guarantor or guarantor, and (k) any failure by the Agent or any Lender to make any such demand or to collect any payments from the fullest extent permitted by Applicable LawCompany or any such other Guarantor or guarantor or any release of the Company or such other Guarantor or guarantor shall not relieve any of the Guarantors in respect of which a demand or collection is not made or any of the Guarantors not so released of their several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by Applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Agent or any Lender against any of this Agreement the Guarantors. For the purposes hereof "demand" shall include the commencement and the Seller Guarantycontinuance of any legal proceedings. EACH GUARANTOR EXPRESSLY AND IRREVOCABLY WAIVES THE BENEFITS AFFORDED TO IT UNDER SECTIONS 49-25 AND 49-26 OF THE CODE OF VIRGINIA (1950), AS AMENDED, OR ANY SIMILAR STATUTE OR COMMON LAW.
Appears in 2 contracts
Samples: Swing Line Note (Hagler Bailly Inc), Revolving Credit Agreement (Hagler Bailly Inc)
Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (Ai) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (Bii) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (Ciii) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (Div) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (Ai) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (Bii) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (Ciii) any rights to set-offs, recoupments and counterclaims, and (Div) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.), Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)
Waiver of Rights. The Seller expressly waives Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to the fullest extent permitted or further assent by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require made by the Administrative Agent or any Purchaser as a condition Lender may be rescinded by such party and any of payment the Obligations continued, and the Obligations, or performance by the Sellerliability of any other party upon or for any part thereof, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Personcollateral security or guarantee therefor or right of offset with respect thereto, (B) proceed against may, from time to time, in whole or exhaust any other security held from any Obligorin part, any Originatorbe renewed, the Servicerextended, the Performance Guarantor amended, modified, accelerated, compromised, waived, surrendered or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of released by the Administrative Agent or any Lender, and the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any OriginatorCredit Agreement, the Servicer, Notes and the Performance Guarantor or other Loan Documents and any other Person including any defense based on documents executed and delivered in connection therewith may be amended, modified, supplemented or arising out of the lack of validity terminated, in whole or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligorin part, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Purchasers Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against any of the Guarantors, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other Guarantor or guarantor, and (k) any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the fullest extent permitted by Applicable LawBorrower or any such other Guarantor or guarantor or any release of the Borrower or such other Guarantor or guarantor shall not relieve any of the Guarantors in respect of which a demand or collection is not made or any of the Guarantors not so released of their several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by Applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Administrative Agent or any Lender against any of this Agreement the Guarantors. For the purposes hereof "demand" shall include the commencement and the Seller Guarantycontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Credit Agreement (Bear Island Finance Co Ii), Subsidiaries' Guarantee (Hanover Compressor Co)
Waiver of Rights. The Seller expressly waives Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor, and without notice to the fullest extent permitted or further assent by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require made by the Administrative Agent or any Purchaser as a condition Lender may be rescinded by such party and any of payment the Obligations continued, and the Obligations, or performance by the Sellerliability of any other party upon or for any part thereof, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Personcollateral security or guarantee therefor or right of offset with respect thereto, (B) proceed against may, from time to time, in whole or exhaust any other security held from any Obligorin part, any Originatorbe renewed, the Servicerextended, the Performance Guarantor amended, modified, accelerated, compromised, waived, surrendered or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of released by the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacityLender, lack of authority or and any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or Loan Document and any other Person including any defense based on documents executed and delivered in connection therewith may be amended, modified, supplemented or arising out of the lack of validity terminated, in whole or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligorin part, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Purchasers Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against any of the Guarantors, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other Guarantor or guarantor, and (k) any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the fullest extent permitted by Applicable LawBorrower or any such other Guarantor or guarantor or any release of the Borrower or such other Guarantor or guarantor shall not relieve any of the Guarantors of their several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by Applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Administrative Agent or any Lender against any of this Agreement the Guarantors. For the purposes hereof "demand" shall include the commencement and the Seller Guarantycontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Subsidiaries' Guarantee (Apartment Investment & Management Co), Preferred Stock Subsidiaries' Guarantee (Apartment Investment & Management Co)
Waiver of Rights. The Seller expressly waives Guarantor hereby absolutely, unconditionally and irrevocably waives, to the fullest extent permitted by Applicable Law: applicable law:
(a) promptness, diligence, notice of acceptance acceptance, notice of the Seller Guaranty by the Purchasers presentment of payment and the Administrative Agent; any other notice hereunder;
(b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and payment, protest, notice of dishonor or nonpayment, notice of default (except as specifically required in this Agreement) the present and future amount of the Guaranteed Obligations and any other notice with respect to the Guaranteed Obligations or with respect to any security therefor; Obligations;
(dc) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers or any Lender protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and thereto or exhaust any right or take any action against the Borrower, or any Person;
(kd) any other action, event or precondition that constitutes or may constitute a discharge or defense to the fullest extent permitted enforcement hereof or the performance by Applicable Lawthe Guarantor or any other guarantor or surety;
(e) any defense arising by any lack of capacity or authority or any other defense of any Loan Party or any notice, demand or defense by reason of cessation from any cause of the Guaranteed Obligations other than payment and performance in full of the Guaranteed Obligations by the Loan Parties and any defense that any other guarantee or security was or was to be obtained by the Administrative Agent and/or the other Lenders;
(f) any right to which it may be entitled to require that the Borrower be sued and all claims against the Borrower be completed prior to an action or proceeding being initiated against the Guarantor;
(g) the benefits of orden, excusión, división and espera and any benefits it may have under any of Articles 2814 through 2817, 2819 through 2823, 2827, 2836, 2839, 2840, 2845 and 2846 of the Mexican Federal Civil Code (Código Civil Federal) and the correlative articles of the civil codes of each political subdivision of Mexico (including the Federal District); and
(h) any law, regulation, decree or order of any jurisdiction, or any other event, affecting any of the Obligations or any rights of the Administrative Agent or the Lenders with respect thereto, including (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a non-Dollar currency for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any defenses indebtedness in such jurisdiction, (iii) any expropriation, confiscation, nationalization or benefits requisition by such jurisdiction or any Governmental Authority that may be derived from directly or afforded by Applicable Law which limit indirectly deprives any Loan Party of any assets or their use or of the liability of ability to operate its business or exonerate guarantors or suretiesa material part thereof, or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which may conflict with has the terms same effect as the events described in clauses (i), (ii) or (iii) above, (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement and Agreement). The Guarantor hereby agrees that, until Discharge of Obligations, it will not exercise any right of subrogation against the Seller GuarantyBorrower or any other guarantor of the Guaranteed Obligations which the Guarantor may at any time otherwise have as a result of this Guaranty (whether contractual, under applicable Law or otherwise).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Southeast Airport Group), Credit and Guaranty Agreement (Southeast Airport Group)
Waiver of Rights. The Seller expressly waives Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to the fullest extent permitted or further assent by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Administrative Agent, the Issuing Lender or any Lender may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent subordinatingAgent, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests the Issuing Lender or any agreement Lender and the Credit Agreement, the Notes, the other Credit Documents, any Letter of Credit, any Interest Rate Agreement and any other collateral security document or instrument related other guarantee or document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent, the Issuing Lender and/or any Lender may deem advisable from time to the Sold Assets time, and any collateral security, guarantee or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) right of offset at any right to require time held by the Administrative Agent or any Purchaser as a condition of Lender for the payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative AgentObligations may be sold, the Purchasers exchanged, waived, surrendered or any other Person, or (D) pursue any other remedy in the power of released. Neither the Administrative Agent or the Purchasers whatsoever; (g) nor any defense arising by reason of the incapacity, lack of authority or Lender shall have any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against any particular Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on any other Guarantor or guarantor, and (k) any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from any such other Guarantor or guarantor or any release of any such other Guarantor or guarantor shall not relieve such Guarantor in respect of which a demand or collection is not made or any of the fullest extent permitted by Applicable LawGuarantors not so released of their several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by Applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Administrative Agent or any Lender against any of this Agreement the Guarantors. For the purposes hereof "demand" shall include the commencement and the Seller Guarantycontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Credit Agreement (Werner Holding Co Inc /Pa/), Credit Agreement (Carter William Co /Ga/)
Waiver of Rights. The Seller QB Guarantor expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Administrative Agent and of all extensions of credit to any Qualified Borrower or other Borrower by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsDebt; (c) protest and notice of dishonor or of default (except as specifically required in this by the Credit Agreement) with respect to the Guaranteed Obligations Debt or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Secured Parties obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed ObligationsDebt, or the Purchasers or the Administrative Agent Secured Parties subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Qualified Borrower Guaranty, any other Loan Document or the Guaranteed Obligations Debt to which the Seller QB Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerQB Guarantor, to (A) proceed against any Obligorthe Qualified Borrowers, any Originator, QB Guarantor of the Servicer, the Performance Guarantor Guaranteed Debt or any other Person, (B) proceed against or exhaust any other security held from any Obligorthe Qualified Borrowers, any Originator, QB Guarantor of the Servicer, the Performance Guarantor Guaranteed Debt or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe Qualified Borrowers including, any Originatorwithout limitation, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations Debt or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person Qualified Borrowers from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsDebt; (h) any defense based upon any Applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed ObligationsDebt; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement Qualified Borrower Guaranty and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsQB Guarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the SellerQB Guarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors QB Guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Qualified Borrower Guaranty.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Owl Rock Technology Finance Corp.), Revolving Credit Agreement (Owl Rock Capital Corp)
Waiver of Rights. The Seller expressly waives Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to the fullest extent permitted or further assent by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Administrative Agent, the Issuing Lender or any Lender may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent subordinatingAgent, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests the Issuing Lender or any agreement Lender and the Credit Agreement, the Notes, the other Credit Documents, any Letter of Credit, any Interest Rate Agreement and any other collateral security document or instrument related other guarantee or document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent, the Issuing Lender and/or any Lender may deem advisable from time to the Sold Assets time, and any collateral security, guarantee or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) right of offset at any right to require time held by the Administrative Agent or any Purchaser as a condition of Lender for the payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative AgentObligations may be sold, the Purchasers exchanged, waived, surrendered or any other Person, or (D) pursue any other remedy in the power of released. Neither the Administrative Agent or the Purchasers whatsoever; (g) nor any defense arising by reason of the incapacity, lack of authority or Lender shall have any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against any particular Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on any other Guarantor or guarantor, and (k) any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from any such other Guarantor or guarantor or any release of any such other Guarantor or guarantor shall not relieve such Guarantor in respect of which a demand or collection is not made or any of the fullest extent permitted by Applicable LawGuarantors not so released of their several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by Applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Administrative Agent or any Lender against any of this Agreement the Guarantors. For the purposes hereof “demand” shall include the commencement and the Seller Guarantycontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Parent Guarantee, Parent Guarantee (Stratus Technologies International Sarl)
Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by Applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Buyer and the Administrative Agentof all extensions of credit, loans or advances to or purchases from Seller by Buyer; (b) diligence, presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantor Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to Guarantor or to any other party with respect to the Guaranteed Obligations Guarantor Liabilities or with respect to any collateral, security or property therefor; (d) notice of the Purchasers or the Administrative Agent Buyer obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantor Liabilities, the Repurchase Agreement, any other Repurchase Document, the Pledged Collateral, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantor Liabilities or the Guaranty, or the Purchasers or the Administrative Agent Buyer subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by Seller, Buyer or any other Person of any other loan, purchase, credit or security agreement or document or of Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Repurchase Documents or in connection with any purchase of Seller’s or such other Person’s property or assets; (f) except as otherwise required pursuant to the Repurchase Agreement, notice of the occurrence of any breach by Seller, Pledgor or any other Person or of any Event of Default; (g) except as otherwise required pursuant to the Repurchase Agreement, notice of Buyer’s transfer, disposition, assignment, sale, pledge or participation of the Guarantor Liabilities, the Purchased Assets, the Pledged Collateral, the Repurchase Documents, the Mortgage Loan Documents, or any collateral, security or property for the Guaranty or the Guarantor Liabilities or any portion of the foregoing; (h) except as otherwise required pursuant to the Repurchase Agreement, notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Asset, the Pledged Collateral or any collateral, security or property for the Guaranty or the Guarantor Liabilities; (i) notice of the protest, proof of non—payment or default by Seller or any other Person; (j) except as otherwise required pursuant to the Repurchase Agreement, any other action at any time taken or omitted by Buyer, and, generally, all demands and notices of every kind in connection with this Guaranty, the Repurchase Documents, the Guarantor Liabilities, the Purchased Assets, the Pledged Collateral, any collateral, security or property for the Guaranty or the Guarantor Liabilities, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantor Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; (m) any right to require the Administrative Agent or any Purchaser assert against Buyer, as a condition of payment defense, counterclaim, set—off or performance by the Seller, to (A) proceed against any Obligorcross—claim, any Originatordefense (legal or equitable), the Servicerdisability, the Performance Guarantor set—off, counterclaim or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance claim of any deposit accountkind or nature whatsoever that any Guarantor, securities account Seller or credit on the books of the Administrative Agent, the Purchasers Pledgor may now or any other Person, or hereafter have against Buyer (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsGuarantor Liabilities), Seller, Pledgor or any other Person, but such waiver shall not prevent Guarantor from asserting against Buyer in a separate action, any claim, action, cause of action or demand that Guarantor might have, whether or not arising out of this Guaranty; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kn) to the fullest extent permitted by Applicable Requirements of Law, the right (if any) to revoke this Guaranty as to any defenses future Guarantor Liabilities; and (o) any right at any time to insist upon, plead or benefits that may be derived from in any manner whatsoever claim or afforded by Applicable Law which limit take the liability benefit or advantage of any appraisal, valuation, stay, extension, marshalling of assets or exonerate guarantors or suretiesredemption laws, or exemption, whether now or at any time hereafter in force, which may conflict delay, prevent or otherwise effect the performance by Guarantor of the Guarantor Liabilities or the enforcement by Buyer of the Guarantor Liabilities or this Guaranty. It shall not be necessary for Buyer (and Guarantor hereby waives any rights which Guarantor may have to require Buyer), in order to enforce the obligations of Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against Seller, Pledgor, others liable on the Guarantor Liabilities, the Underlying Obligors or any other Person, (ii) enforce Buyer’s rights or exhaust its remedies under or with respect to the terms of this Agreement Mortgage Loan Documents and the Seller collateral and property secured thereby, the Purchased Assets, the Pledged Collateral or any collateral, security or property which shall ever have been given to secure the Repurchase Documents or the Guarantor Liabilities, (iii) enforce Buyer’s rights against any other guarantors of the Guarantor Liabilities, (iv) join Seller, Pledgor others liable on the Guarantor Liabilities or any other Person in any action seeking to enforce this Guaranty, (v) mitigate damages, take any other action to reduce, collect or enforce the Guarantor Liabilities or to pursue or refrain from pursuing any right or remedy which might benefit Guarantor or (vi) resort to any other means of obtaining payment of the Guarantor Liabilities.
Appears in 2 contracts
Samples: Limited Guaranty (NorthStar Real Estate Income Trust, Inc.), Limited Guaranty (Northstar Realty Finance Corp.)
Waiver of Rights. The Seller Each Guarantor expressly waives to the fullest extent permitted by Applicable Lawwaives: (a) notice of acceptance of the Seller Guaranty this Guarantee by the Purchasers and the Administrative Agent, the Lenders or any other Guarantor and of all extensions of credit, loans or advances to or purchases from the Borrowers by the Administrative Agent or the Lenders; (b) presentment and demand for payment or performance of any of the Guaranteed Guarantee Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to such Guarantor or to any other Person with respect to the Guaranteed Guarantee Obligations or with respect to any collateral, security or Property therefor; (d) notice of the Purchasers Administrative Agent or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantee Obligations, the Credit Agreement, any other Credit Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed Obligations, Guarantee Obligations or the Purchasers Guarantee, or the Administrative Agent or the Lenders subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by the Borrowers, the Administrative Agent, the Lenders or any other Person of any other loan, purchase, credit or security agreement or document or of the Borrowers’ or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Credit Documents or in connection with any purchase of the Borrowers’ or such other Person’s Property or assets; (f) notice of any kind concerning the assets, liabilities, financial condition, creditworthiness, businesses, prospects or other affairs of the Borrowers or any other Person; (g) notice of the occurrence of any breach by the Borrowers, the Pledgors, any other Credit Party or any other Person or of any Event of Default; (h) notice of the Administrative Agent’s or the Lenders’ transfer, disposition, assignment, sale, pledge or participation of the Guarantee Obligations, the Collateral, the Pledged Collateral, the Credit Documents, the Mortgage Loan Documents, or any collateral, security or Property for the Guarantee or the Guarantee Obligations or any portion of the foregoing; (i) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations; (j) notice of the protest, proof of non–payment or default by the Borrowers or any other Person; (k) any other action at any time taken or omitted by the Administrative Agent or the Lenders, and, generally, all demands and notices of every kind in connection with this Guarantee, the Credit Documents, the Guarantee Obligations, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guarantee or the Guarantee Obligations and the obligations hereby guaranteed; (l) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fm) demand for payment under this Guarantee; and (n) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed assert against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) Lenders, as a defense, counterclaim, set–off or cross–claim, any defense arising by reason of the incapacity(legal or equitable), lack of authority set–off, counterclaim or any disability or other defense claim of any Obligor, any Originator, kind or nature whatsoever that the Servicer, Guarantor may now or hereafter have against the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity Administrative Agent or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause Lenders (other than payment in full of the Sold Assets Guarantee Obligations), the Borrowers or any other Person. It shall not be necessary for the Administrative Agent or the Lenders (and each Guarantor hereby waives any rights which such Guarantor may have to require the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that Administrative Agent or the obligation Lenders), in order to enforce the obligations of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; each Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against the Borrowers, the Pledgors, any defense based upon other Credit Party, others liable on the Guarantee Obligations, the Obligors or any other Person, (ii) enforce the Administrative Agent’s or the Lenders’ rights or exhaust its remedies under or with respect to the Mortgage Loan Documents and the collateral and Property secured thereby, the Collateral, the Pledged Collateral or any Purchaser’s errors collateral, security or omissions in Property which shall ever have been given to secure the administration of the Sold Assets Guarantee or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Guarantee Obligations, (Biii) enforce the benefit of any statute of limitations affecting the SellerAdministrative Agent’s liability under the Seller Guaranty or the enforcement Lenders’ rights against any other guarantors of the Seller GuarantyGuarantee Obligations, (Civ) any rights to set-offsjoin the Borrowers, recoupments and counterclaims, and (D) promptness, diligence and any requirement that others liable on the Administrative Agent and the Purchasers protect, secure, perfect Guarantee Obligations or insure any other security interest Person in any action seeking to enforce this Guarantee, (v) mitigate damages or lien take any other action to reduce, collect or enforce the Guarantee Obligations or (vi) resort to any property subject thereto; and (k) to other means of obtaining payment of the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller GuarantyGuarantee Obligations.
Appears in 2 contracts
Samples: Guarantee Agreement (Gramercy Capital Corp), Guarantee Agreement (Gramercy Capital Corp)
Waiver of Rights. The Seller Each Borrower and the Guarantor expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller this QB Guaranty by the Purchasers Secured Parties and of all extensions of credit to any Loan Party by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Secured Parties obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, Lien or lien, if any, encumbrance hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent Lenders subordinating, compromising, discharging or releasing such security interests interests, Liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related notices to the Sold Assets which such Borrower or the Guaranteed Obligations to which the Seller Guarantor might otherwise be entitled; and (f) any right to require it may have of first requiring that (i) the Administrative Agent or Secured Parties claim payment from any Purchaser as a condition of payment or performance by the Sellerperson, to (A) proceed commence proceedings against any Obligorperson or its property, make or file any Originatorclaim or proof in a bankruptcy or dissolution of any person or enforce any other right or security, before bringing a claim against the Servicer, Borrower or the Performance Guarantor under this QB Guaranty or any other Person, Loan Document and (Bii) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor liability under this QB Guaranty or any other Person, (C) proceed against Loan Document be divided or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or apportioned with any other Person, person or (D) pursue reduced in any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guarantymanner.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Overland Advantage), Revolving Credit Agreement (Overland Advantage)
Waiver of Rights. The Seller expressly waives Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Pledgor and without notice to the fullest extent permitted or further assent by Applicable Law: any Pledgor, (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any demand for payment or performance of any of the Guaranteed Obligations; (c) protest First Lien Obligations made by the Collateral Agent or any other First Lien Secured Party may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or First Lien Obligations continued, (b) the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed First Lien Obligations, or the Purchasers liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other First Lien Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit, any Additional First Lien Agreement and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests the Collateral Agent or any agreement of their respective affiliates in connection with treasury, depositary or instrument related cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or if there are any Additional First Lien Obligations outstanding, subject to the Sold Assets terms of any Intercreditor Agreement among the holders of First Lien Obligations, the requisite holders or lenders of such Additional First Lien Obligations), as the Guaranteed Obligations to which case may be, or, in the Seller might otherwise be entitled; (f) case of any right to require Hedge Agreement or documents entered into with the Administrative Agent or any Purchaser as a condition of payment its affiliates in connection with treasury, depositary or performance cash management services or in connection with any automated clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor Collateral Agent or any other PersonFirst Lien Secured Party for the payment of the First Lien Obligations may be sold, (B) proceed against exchanged, waived, surrendered or exhaust released. Neither the Collateral Agent nor any other security held from First Lien Secured Party shall have any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort obligation to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for the First Lien Obligations or lien for this Pledge Agreement or any property subject thereto; . When making any demand hereunder against any Pledgor, the Collateral Agent or any other First Lien Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any Pledgor or any other person, and (k) any failure by the Collateral Agent or any other First Lien Secured Party to make any such demand or to collect any payments from the fullest extent permitted by Applicable LawBorrower or any Pledgor or any other person or any release of the Borrower or any Pledgor or any other person shall not relieve any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by Applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Collateral Agent or any other First Lien Secured Party against any Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of this Agreement and the Seller Guarantyany legal proceedings.
Appears in 2 contracts
Samples: Pledge Agreement, Credit Agreement (Serena Software Inc)
Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Lenders and of all extensions of credit to any Borrower by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent Lenders subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Obligations to which the Seller Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerGuarantor, to (Ai) proceed against any Obligorthe Borrowers, any Originator, guarantor of the Servicer, the Performance Guarantor Obligations or any other Person, ; (Bii) proceed against or exhaust any other security held from any Obligorthe Borrowers, any Originator, guarantor of the Servicer, the Performance Guarantor Obligations or any other Person, ; (Ciii) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, ; or (Div) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe Borrowers, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person Borrowers from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which statute or rule of law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) )
(Ai) any principles or provisions of law, statutory or otherwise, which that are or might be in conflict with the terms of this Credit Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, Guarantor’s obligations hereunder; (Bii) the benefit of any statute of limitations affecting the SellerGuarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guaranty, hereof; (C) any rights to set-offs, recoupments and counterclaims, ; and (Div) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which that limit the liability of or exonerate guarantors or sureties, or which that may conflict with the terms of this Agreement and the Seller GuarantyCredit Agreement.
Appears in 1 contract
Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (Ai) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (Bii) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (Ciii) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (Div) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (Ai) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (Bii) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (Ciii) any rights to set-offs, recoupments and counterclaims, and (Div) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.. 751200428 16518096
Appears in 1 contract
Waiver of Rights. The Seller SPE expressly waives as defenses to enforcement of the SPE Guaranty (and not for any other purposes under the Transaction Documents) to the fullest extent permitted by Applicable applicable Law: (ai) notice of acceptance of the Seller SPE Guaranty by the Purchasers Purchaser/Lenders and the Administrative Agent; (bii) presentment and demand for payment or performance of any of the Guaranteed Obligations; (ciii) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (div) notice of the Purchasers Purchaser/Lenders or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers Purchaser/Lenders or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (ev) except as expressly set forth herein or in the other Transaction Documents, all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller SPE might otherwise be entitled; (fvi) any right to require the Administrative Agent or any Purchaser Purchaser/Lender as a condition of payment or performance by the SellerSPE, to (A) proceed against any Obligor, Obligor (or request any Originator, the Servicer, or the Performance Guarantor to do so as provided under the Transaction Documents) or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Purchaser/Lenders or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers Purchaser/Lenders whatsoever; (gvii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (hviii) any defense based upon any Applicable applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iix) any defense based upon the Administrative Agent’s or any Purchaser/Lender’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (jx) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the SellerSPE’s liability under the Seller SPE Guaranty or the enforcement of the Seller SPE Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers Purchaser/Lenders protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kxi) to the fullest extent permitted by Applicable applicable Law, any defenses or benefits that may be derived from or afforded by Applicable applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller SPE Guaranty.
Appears in 1 contract
Samples: Receivables Purchase and Financing Agreement (Phillips 66)
Waiver of Rights. The Seller QB Guarantor expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Administrative Agent and of all extensions of credit to any Qualified Borrower or other Credit Party by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsDebt; (c) protest and notice of dishonor or of default (except as specifically required in this by the Credit Agreement) with respect to the Guaranteed Obligations Debt or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Secured Parties obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed ObligationsDebt, or the Purchasers or the Administrative Agent Secured Parties subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Qualified Borrower Guaranty, any other Loan Document or the Guaranteed Obligations Debt to which the Seller QB Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerQB Guarantor, to (A) proceed against any Obligorthe Qualified Borrowers, any Originator, QB Guarantor of the Servicer, the Performance Guarantor Guaranteed Debt or any other Person, (B) proceed against or exhaust any other security held from any Obligorthe Qualified Borrowers, any Originator, QB Guarantor of the Servicer, the Performance Guarantor Guaranteed Debt or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe Qualified Borrowers including, any Originatorwithout limitation, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations Debt or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person Qualified Borrowers from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsDebt; (h) any defense based upon any Applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed ObligationsDebt; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement Qualified Borrower Guaranty and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsQB Guarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the SellerQB Guarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors QB Guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Qualified Borrower Guaranty.
Appears in 1 contract
Samples: Revolving Credit Agreement (Stone Point Credit Corp)
Waiver of Rights. The Seller Each Guarantor expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Lenders and of all extensions of credit to any Credit Party by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent Lenders subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Obligations to which the Seller Guarantors might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerGuarantors, to (A) proceed against any Obligorthe Borrowers, any Originator, guarantor of the Servicer, the Performance Guarantor Obligations or any other Person, (B) proceed against or exhaust any other security held from any Obligorthe Borrowers, any Originator, guarantor of the Servicer, the Performance Guarantor Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe Borrowers including, any Originatorwithout limitation, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person Borrowers from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Credit Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsGuarantors’ obligations hereunder, (B) the benefit of any statute of limitations affecting the Seller’s Guarantors’ liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Credit Agreement and the Seller Guaranty(other than a defense of payment or performance).
Appears in 1 contract
Samples: Revolving Credit Agreement (AG Twin Brook BDC, Inc.)
Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as 744072627 21691544 38 specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Performance Guarantor Moog or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Performance Guarantor Moog or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Performance Guarantor Moog or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Performance Guarantor Moog or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
Appears in 1 contract
Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of 748740795 18564151 the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the any Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the any Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the any Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the any Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
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Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) might
(A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
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Waiver of Rights. The Seller Each Guarantor expressly waives to the fullest extent permitted by Applicable Lawapplicable law: (a) notice of acceptance of the Seller Guaranty this guaranty by the Purchasers Agent, the Lenders and the Administrative AgentIssuing Lenders, and of all Loans made to the Borrower by the Lenders and Letters of Credit issued by the Issuing Lenders; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lienLien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers Agent’s, Lenders’ or the Administrative Agent Issuing Lenders’ subordinating, compromising, discharging or releasing such security interests or liensLiens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Borrower might otherwise be entitledentitled in connection with the guaranty evidenced by this Section 12.4; and (f) demand for payment under this guaranty. . The obligations of each Guarantor under this Section 12.5 shall be automatically reinstated if and to the extent that for any right to require reason any payment by or on behalf of any person in respect of the Administrative Agent Obligations is rescinded or must be otherwise restored by any Purchaser holder of any of the Obligations, whether as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance result of any deposit account, securities account proceedings in bankruptcy or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory reorganization or otherwise, which are and each Guarantor agrees that it will indemnify the Lenders on demand for all reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent, Lenders and Issuing Lenders in connection with such rescission or might be restoration, including any such costs and expenses incurred in conflict with the terms of this Agreement and defending against any legal claim alleging that such payment constituted a preference, fraudulent transfer or equitable discharge of the Sold Assets similar payment under any bankruptcy, insolvency or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) similar law. . Each Guarantor agrees to the fullest extent permitted by Applicable Lawapplicable law that, any defenses or benefits that as between such Guarantor, on the one hand, and the Agent, Lenders and Issuing Lenders, on the other hand, the Obligations may be derived declared to be forthwith due and payable as provided in Article VII (and shall be deemed to have become automatically due and payable in the circumstances provided in Article VII) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such Obligations from becoming automatically due and payable) as against any other person and that, in the event of such declaration (or afforded such Obligations being deemed to have become automatically due and payable), such Obligations (whether or not due and payable by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement any other person) shall forthwith become due and the Seller Guarantypayable by such Guarantor.
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Samples: Amendment No. 7 (Ares Management Lp)
Waiver of Rights. The Seller Each SPV Entity expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller its SPV Entity Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller such SPV Entity might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Sellersuch SPV Entity, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor any Servicer or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor any Servicer or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor any Servicer or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor any Servicer or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Sellersuch SPV Entity’s liability under the Seller its SPV Entity Guaranty 742583266 14453710 or the enforcement of the Seller its SPV Entity Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller its SPV Entity Guaranty.
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Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by Applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Buyer and the Administrative Agentof all extensions of credit, loans or advances to or purchases from Seller by Buyer; (b) diligence, presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantor Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to Guarantor or to any other party with respect to the Guaranteed Obligations Guarantor Liabilities or with respect to any collateral, security or property therefor; (d) notice of the Purchasers or the Administrative Agent Buyer obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantor Liabilities, the Repurchase Agreement, any other Transaction Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantor Liabilities or the Guaranty, or the Purchasers or the Administrative Agent Buyer subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by Seller, Buyer or any other Person of any other loan, purchase, credit or security agreement or document or of Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Transaction Documents or in connection with any purchase of Seller’s or such other Person’s property or assets; (f) except as otherwise required pursuant to the Repurchase Agreement, notice of the occurrence of any breach by Seller or any other Person or of any Event of Default; (g) except as otherwise required pursuant to the Repurchase Agreement, notice of Buyer’s transfer, disposition, assignment, sale, pledge or participation of the Guarantor Liabilities, the Purchased Loans, the Transaction Documents, the Purchased Loan Documents, or any collateral, security or property for the Guaranty or the Guarantor Liabilities or any portion of the foregoing; (h) except as otherwise required pursuant to the Repurchase Agreement, notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Loans or any collateral, security or property for the Guaranty or the Guarantor Liabilities; (i) notice of the protest, proof of non-payment or default by Seller or any other Person; (j) except as otherwise required pursuant to the Repurchase Agreement, any other action at any time taken or omitted by Buyer, and, generally, all demands and notices of every kind in connection with this Guaranty, the Transaction Documents, the Guarantor Liabilities, the Purchased Loans, any collateral, security or property for the Guaranty or the Guarantor Liabilities, the Purchased Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantor Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; (m) any right to require the Administrative Agent or any Purchaser assert against Buyer, as a condition of payment defense, counterclaim, set-off or performance by the Seller, to (A) proceed against any Obligorcross-claim, any Originatordefense (legal or equitable), the Servicerdisability, the Performance set-off, counterclaim or claim of any kind or nature whatsoever that any Guarantor or any other Person, Seller may 10 Limited Guaranty (BCitibank and Northstar) proceed now or hereafter have against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, Buyer (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsGuarantor Liabilities), Seller or any other Person, but such waiver shall not prevent Guarantor from asserting against Buyer in a separate action, any claim, action, cause of action or demand that Guarantor might have, whether or not arising out of this Guaranty; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kn) to the fullest extent permitted by Applicable Requirement of Law, the right (if any) to revoke this Guaranty as to any defenses future Guarantor Liabilities; and (o) any right at any time to insist upon, plead or benefits that may be derived from in any manner whatsoever claim or afforded by Applicable Law which limit take the liability benefit or advantage of any appraisal, valuation, stay, extension, marshalling of assets or exonerate guarantors or suretiesredemption laws, or exemption, whether now or at any time hereafter in force, which may conflict delay, prevent or otherwise effect the performance by Guarantor of the Guarantor Liabilities or the enforcement by Buyer of the Guarantor Liabilities or this Guaranty. It shall not be necessary for Buyer (and Guarantor hereby waives any rights which Guarantor may have to require Buyer), in order to enforce the obligations of Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against Seller, others liable on the Guarantor Liabilities, the Underlying Obligors or any other Person, (ii) enforce Buyer’s rights or exhaust its remedies under or with respect to the terms of this Agreement Purchased Loan Documents and the collateral and property secured thereby, the Purchased Loans or any collateral, security or property which shall ever have been given to secure the Transaction Documents or the Guarantor Liabilities, (iii) enforce Buyer’s rights against any other guarantors of the Guarantor Liabilities, (iv) join Seller or others liable on the Guarantor Liabilities or any other Person in any action seeking to enforce this Guaranty, (v) mitigate damages, take any other action to reduce, collect or enforce the Guarantor Liabilities or to pursue or refrain from pursuing any right or remedy which might benefit Guarantor or (vi) resort to any other means of obtaining payment of the Guarantor Liabilities.
Appears in 1 contract
Samples: Limited Guaranty (NorthStar Real Estate Income II, Inc.)
Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Lenders and of all extensions of credit to any Loan Party by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent Lenders subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or USActive 60330059.19 -137- any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Obligations to which the Seller Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerGuarantor, to (A) proceed against any Obligorthe Borrower, any Originator, guarantor of the Servicer, the Performance Guarantor Obligations or any other Person, (B) proceed against or exhaust any other security held from any Obligorthe Borrower, any Originator, guarantor of the Servicer, the Performance Guarantor Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe Borrower including, any Originatorwithout limitation, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person Borrower from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Credit Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsGuarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the SellerGuarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors Guarantor or sureties, or which may conflict with the terms of this Agreement and the Seller GuarantyCredit Agreement.
Appears in 1 contract
Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Lenders and of all extensions of credit to any Loan Party by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent Lenders subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Obligations to which the Seller Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerGuarantor, to (A) proceed against any Obligorthe Borrower, any Originator, guarantor of the Servicer, the Performance Guarantor Obligations or any other Person, (B) proceed against or exhaust any other security held from any Obligorthe Borrower, any Originator, guarantor of the Servicer, the Performance Guarantor Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe Borrower including, any Originatorwithout limitation, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person Borrower from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Credit Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsGuarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the SellerGuarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors Guarantor or sureties, or which may conflict with the terms of this Agreement and the Seller GuarantyCredit Agreement.
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Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Performance Guarantor Moog or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Performance Guarantor Moog or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Performance Guarantor Moog or any 758444419 21691544 36 other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Performance Guarantor Moog or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
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Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by Applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Buyer and the Administrative Agentof all extensions of credit, loans or advances to or purchases from Seller by Buyer; (b) diligence, presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantor Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to Guarantor or to any other party with respect to the Guaranteed Obligations Guarantor Liabilities or with respect to any collateral, security or property therefor; (d) notice of the Purchasers or the Administrative Agent Buyer obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantor Liabilities, the Repurchase Agreement, any other Transaction Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantor Liabilities or the Guaranty, or the Purchasers or the Administrative Agent Buyer subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by Seller, Buyer or any other Person of any other loan, purchase, credit or security agreement or document or of Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Transaction Documents or in connection with any purchase of Seller’s or such other Person’s property or assets; (f) except as otherwise required pursuant to the Repurchase Agreement, notice of the occurrence of any breach by Seller or any other Person or of any Event of Default; (g) except as otherwise required pursuant to the Repurchase Agreement, notice of Buyer’s transfer, disposition, assignment, sale, pledge or participation of the Guarantor Liabilities, the Purchased Loans, the Transaction Documents, the Purchased Loan Documents, or any collateral, security or property for the Guaranty or the Guarantor Liabilities or any portion of the foregoing; (h) except as otherwise required pursuant to the Repurchase Agreement, notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Loans or any collateral, security or property for the Guaranty or the Guarantor Liabilities; (i) notice of the protest, proof of non-payment or default by Seller or any other Person; (j) except as otherwise required pursuant to the Repurchase Agreement, any other action at any time taken or omitted by Buyer, and, generally, all demands and notices of every kind in connection with this Guaranty, the Transaction Documents, the Guarantor Liabilities, the Purchased Loans, any collateral, security or property for the Guaranty or the Guarantor Liabilities, the Purchased Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantor Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; (m) any right to require the Administrative Agent or any Purchaser assert against A&R Limited Guaranty (Citibank and Northstar) Buyer, as a condition of payment defense, counterclaim, set-off or performance by the Seller, to (A) proceed against any Obligorcross-claim, any Originatordefense (legal or equitable), the Servicerdisability, the Performance set-off, counterclaim or claim of any kind or nature whatsoever that any Guarantor or any other Person, Seller may now or hereafter have against Buyer (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsGuarantor Liabilities), Seller or any other Person, but such waiver shall not prevent Guarantor from asserting against Buyer in a separate action, any claim, action, cause of action or demand that Guarantor might have, whether or not arising out of this Guaranty; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kn) to the fullest extent permitted by Applicable Requirement of Law, the right (if any) to revoke this Guaranty as to any defenses future Guarantor Liabilities; and (o) any right at any time to insist upon, plead or benefits that may be derived from in any manner whatsoever claim or afforded by Applicable Law which limit take the liability benefit or advantage of any appraisal, valuation, stay, extension, marshalling of assets or exonerate guarantors or suretiesredemption laws, or exemption, whether now or at any time hereafter in force, which may conflict delay, prevent or otherwise effect the performance by Guarantor of the Guarantor Liabilities or the enforcement by Buyer of the Guarantor Liabilities or this Guaranty. It shall not be necessary for Buyer (and Guarantor hereby waives any rights which Guarantor may have to require Buyer), in order to enforce the obligations of Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against Seller, others liable on the Guarantor Liabilities, the Underlying Obligors or any other Person, (ii) enforce Buyer’s rights or exhaust its remedies under or with respect to the terms of this Agreement Purchased Loan Documents and the collateral and property secured thereby, the Purchased Loans or any collateral, security or property which shall ever have been given to secure the Transaction Documents or the Guarantor Liabilities, (iii) enforce Buyer’s rights against any other guarantors of the Guarantor Liabilities, (iv) join Seller or others liable on the Guarantor Liabilities or any other Person in any action seeking to enforce this Guaranty, (v) mitigate damages, take any other action to reduce, collect or enforce the Guarantor Liabilities or to pursue or refrain from pursuing any right or remedy which might benefit Guarantor or (vi) resort to any other means of obtaining payment of the Guarantor Liabilities.
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Samples: Limited Guaranty (Colony NorthStar Credit Real Estate, Inc.)
Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) prior notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled[reserved]; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any the applicable Originator, the Servicer, the Performance Guarantor Master Servicer or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any the applicable Originator, the Master Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any the applicable Originator, the Servicer, the Performance Guarantor Master Servicer or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any the applicable Originator, the Servicer, the Performance Guarantor Master Servicer or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations[reserved]; (j) )
(A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
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Waiver of Rights. The Seller Each SPV Entity expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller its SPV Entity Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller such SPV Entity might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Sellersuch SPV Entity, to (A) proceed against any Obligor, Performance Guarantor, any Originator, the Servicer, the Performance Guarantor any Servicer or any other Person, (B) proceed against or exhaust any other security held from any Obligor, Performance Guarantor, any Originator, the Servicer, the Performance Guarantor any Servicer or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.or
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Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the any Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the any Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the any Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the any Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
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Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsTHE GUARANTEED OBLIGATIONS; (cC) protest and notice of dishonor or of default PROTEST AND NOTICE OF DISHONOR OR OF DEFAULT (except as specifically required in this AgreementEXCEPT AS SPECIFICALLY REQUIRED IN THIS AGREEMENT) with respect to the Guaranteed Obligations or with respect to any security thereforWITH RESPECT TO THE GUARANTEED OBLIGATIONS OR WITH RESPECT TO ANY SECURITY THEREFOR; (dD) notice of the Purchasers or the Administrative Agent obtainingNOTICE OF THE PURCHASERS OR THE ADMINISTRATIVE AGENT OBTAINING, amendingAMENDING, substituting forSUBSTITUTING FOR, releasingRELEASING, waiving or modifying any security interest or lienWAIVING OR MODIFYING ANY SECURITY INTEREST OR LIEN, if anyIF ANY, hereafter securing the Guaranteed ObligationsHEREAFTER SECURING THE GUARANTEED OBLIGATIONS, or the Purchasers or the Administrative Agent subordinatingOR THE PURCHASERS OR THE ADMINISTRATIVE AGENT SUBORDINATING, compromisingCOMPROMISING, discharging or releasing such security interests or liensDISCHARGING OR RELEASING SUCH SECURITY INTERESTS OR LIENS, if anyIF ANY; (eE) all other noticesALL OTHER NOTICES, demandsDEMANDS, presentmentsPRESENTMENTS, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitledPROTESTS OR ANY AGREEMENT OR INSTRUMENT RELATED TO THE SOLD ASSETS OR THE GUARANTEED OBLIGATIONS TO WHICH THE SELLER MIGHT OTHERWISE BE ENTITLED; (fF) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerANY RIGHT TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY PURCHASER AS A CONDITION OF PAYMENT OR PERFORMANCE BY THE SELLER, to TO (A) proceed against any ObligorPROCEED AGAINST ANY OBLIGOR, ANY ORIGINATOR, THE SERVICER, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the any Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the any Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the any Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Ashland Global Holdings Inc)
Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by Applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Administrative Agent or the Lenders and of all extensions of credit, loans or advances to or purchases from the Borrowers by the Administrative AgentAgent or the Lenders; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantee Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to the Guarantor or to any other party with respect to the Guaranteed Obligations Guarantee Liabilities or with respect to any collateral, security or Property therefor; (d) notice of the Purchasers Administrative Agent or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantee Liabilities, the Credit Agreement, any other Credit Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed Obligations, Guarantee Liabilities or the Purchasers Guaranty, or the Administrative Agent or the Lenders subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by the Borrowers, the Administrative Agent, the Lenders or any other Person of any other loan, purchase, credit or security agreement or document or of the Borrowers’ or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Credit Documents or in connection with any purchase of the Borrowers’ or such other Person’s Property or assets; (f) notice of the occurrence of any breach by the Borrowers, the Pledgor, any other Credit Party or any other Person or of any Event of Default; (g) notice of the Administrative Agent’s or the Lenders’ transfer, disposition, assignment, sale, pledge or participation of the Guarantee Liabilities, the Collateral, the Pledged Collateral, the Credit Documents, the Mortgage Loan Documents, or any collateral, security or Property for the Guaranty or the Guarantee Liabilities or any portion of the foregoing; (h) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Collateral, the Pledged Collateral or any collateral, security or Property for the Guaranty or the Guarantee Liabilities; (i) notice of the protest, proof of non–payment or default by the Borrowers or any other Person; (j) any other action at any time taken or omitted by the Administrative Agent or the Lenders, and, generally, all demands and notices of every kind in connection with this Guaranty, the Credit Documents, the Guarantee Liabilities, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guaranty or the Guarantee Liabilities, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantee Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; and (m) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed assert against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) Lenders, as a defense, counterclaim, set–off or cross–claim, any defense arising by reason of the incapacity(legal or equitable), lack of authority set–off, counterclaim or any disability or other defense claim of any Obligor, any Originator, kind or nature whatsoever that the Servicer, Guarantor may now or hereafter have against the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity Administrative Agent or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause Lenders (other than payment in full of the Sold Assets Guarantee Liabilities), the Borrowers or any other Person, but such waiver shall not prevent the Guarantor from asserting against the Administrative Agent or the Lenders in a separate action, any claim, action, cause of action or demand that the Guarantor might have, whether or not arising out of this Guaranty. It shall not be necessary for the Administrative Agent or the Lenders (and the Guaranteed Obligations; (h) Guarantor hereby waives any defense based upon any Applicable Law rights which provides that the obligation of a surety must be neither larger Guarantor may have to require the Administrative Agent or the Lenders), in amount nor in other respects more burdensome than that order to enforce the obligations of the principal; Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against the Borrowers, the Pledgor, any defense based upon other Credit Party, others liable on the Guarantee Liabilities, the Obligors or any other Person, (ii) enforce the Administrative Agent’s or the Lenders’ rights or exhaust its remedies under or with respect to the Mortgage Loan Documents and the collateral and Property secured thereby, the Collateral, the Pledged Collateral or any Purchaser’s errors collateral, security or omissions in Property which shall ever have been given to secure the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement Guarantee Liabilities, (iii) enforce the Administrative Agent’s or the Lenders’ rights against any other guarantors of the Seller Guarantee Liabilities, (iv) join the Borrowers, others liable on the Guarantee Liabilities or any other Person in any action seeking to enforce this Guaranty, (Cv) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect mitigate damages or insure take any other security interest action to reduce, collect or lien or any property subject thereto; and (k) to enforce the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or suretiesGuarantee Liabilities, or which may conflict with (vii) resort to any other means of obtaining payment of the terms of this Agreement and the Seller GuarantyGuarantee Liabilities.
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Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or nor instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the any Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the any Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the any Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the any Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
Appears in 1 contract
Waiver of Rights. The Seller Limited Guarantor expressly waives to the fullest extent permitted by Applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Deal Agent, the Purchaser and the Administrative other Secured Parties and of all extensions of credit, loans or advances to or purchases from the Seller by the Deal Agent, the Purchaser and the other Secured Parties; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantee Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to the Limited Guarantor or to any other party with respect to the Guaranteed Obligations Guarantee Liabilities or with respect to any collateral, security or Property therefor; (d) notice of the Purchasers or Deal Agent, the Administrative Agent Purchaser and the other Secured Parties obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantee Liabilities, the Repurchase Agreement, any other Repurchase Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantee Liabilities or the Guaranty, or the Purchasers Deal Agent, the Purchaser or the Administrative Agent other Secured Parties subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by the Seller, the Deal Agent, the Purchaser, the other Secured Parties or any other Person of any other loan, purchase, credit or security agreement or document or of the Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Repurchase Documents or in connection with any purchase of the Seller’s or such other Person’s Property or assets; (f) notice of the occurrence of any breach by the Seller, the Pledgor, the Parent, any other Repurchase Party or any other Person or of any Event of Default; (g) notice of the Deal Agent’s, the Purchaser’s or the other Secured Parties’ transfer, disposition, assignment, sale, pledge or participation of the Guarantee Liabilities, the Purchased Items, the Pledged Collateral, the Repurchase Documents, the Mortgage Loan Documents, or any collateral, security or Property securing the Guaranty or the Guarantee Liabilities or any portion of the foregoing; (h) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Item, the Pledged Collateral or any collateral, security or Property securing the Guaranty or the Guarantee Liabilities; (i) notice of the protest, proof of non–payment or default by the Seller or any other Person; (j) any other action at any time taken or omitted by the Deal Agent, the Purchaser or the other Secured Parties, and, generally, all demands and notices of every kind in connection with this Guaranty, the Repurchase Documents, the Guarantee Liabilities, the Purchased Items, the Pledged Collateral, any collateral, security or Property securing the Guaranty or the Guarantee Liabilities, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantee Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Limited Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; and (m) any right to require assert against the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Deal Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent Purchaser or the Purchasers whatsoever; (g) other Secured Parties, as a defense, counterclaim, set–off or cross–claim, any defense arising by reason of the incapacity(legal or equitable), lack of authority set–off, counterclaim or any disability or other defense claim of any Obligor, any Originatorkind or nature whatsoever that the Limited Guarantor may now or hereafter have against the Deal Agent, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity Purchaser or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause Secured Parties (other than payment in full of the Sold Assets Guarantee Liabilities), the Seller or any other Person, but such waiver shall not prevent the Limited Guarantor from asserting against the Deal Agent, the Purchaser and the Guaranteed Obligations; (h) other Secured Parties in a separate action, any defense based upon any Applicable Law which provides claim, action, cause of action or demand that the obligation Limited Guarantor might have, whether or not arising out of a surety must this Guaranty. It shall not be neither larger necessary for the Deal Agent, the Purchaser and the other Secured Parties (and the Limited Guarantor hereby waives any rights which the Limited Guarantor may have to require the Deal Agent, the Purchaser and the other Secured Parties), in amount nor in other respects more burdensome than that order to enforce the obligations of the principal; Limited Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against the Seller, the Pledgor, the Parent, any defense based upon other Repurchase Party, others liable on the Administrative Guarantee Liabilities, the Borrowers or any other Person, (ii) enforce the Deal Agent’s, the Purchaser’s or the other Secured Parties’ rights or exhaust its remedies under or with respect to the Mortgage Loan Documents and the collateral and Property secured thereby, the Purchased Items, the Pledged Collateral or any Purchaser’s errors collateral, security or omissions in Property which shall ever have been given to secure the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement Guarantee Liabilities, (iii) enforce the Deal Agent’s, the Purchaser’s or the other Secured Parties’ rights against any other guarantors of the Seller Guarantee Liabilities, (iv) join the Seller, others liable on the Guarantee Liabilities or any other Person in any action seeking to enforce this Guaranty, (Cv) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect mitigate damages or insure take any other security interest action to reduce, collect or lien or any property subject thereto; and (k) to enforce the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or suretiesGuarantee Liabilities, or which may conflict with (vii) resort to any other means of obtaining payment of the terms of this Agreement and the Seller GuarantyGuarantee Liabilities.
Appears in 1 contract
Samples: Guaranty Agreement (Municipal Mortgage & Equity LLC)
Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by Applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Buyer and the Administrative Agentof all extensions of credit, loans or advances to or purchases from Seller by Buyer; (b) diligence, presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantor Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to Guarantor or to any other party with respect to the Guaranteed Obligations Guarantor Liabilities or with respect to any collateral, security or property therefor; (d) notice of the Purchasers or the Administrative Agent Buyer obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantor Liabilities, the Repurchase Agreement, any other Repurchase Document, the Pledged Collateral, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantor Liabilities or the Guaranty, or the Purchasers or the Administrative Agent Buyer subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by Seller, Buyer or any other Person of any other loan, purchase, credit or security agreement or document or of Seller's or such other Person's execution and delivery of any promissory notes or other documents arising under or in connection with the Repurchase Documents or in connection with any purchase of Seller's or such other Person's property or assets; (f) except as required under the Repurchase Agreement, notice of the occurrence of any breach by Seller, Pledgor or any other Person or of any Event of Default; (g) except as required under the Repurchase Agreement, notice of Buyer's transfer, disposition, assignment, sale, pledge or participation of the Guarantor Liabilities, the Purchased Assets, the Pledged Collateral, the Repurchase Documents, the Mortgage Loan Documents, or any collateral, security or property for the Guaranty or the Guarantor Liabilities or any portion of the foregoing; (h) except as required under the Repurchase Agreement, notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Asset, the Pledged Collateral or any collateral, security or property for the Guaranty or the Guarantor Liabilities; (i) notice of the protest, proof of non–payment or default by Seller or any other Person; (j) except as required under the Repurchase Agreement, any other action at any time taken or omitted by Buyer, and, generally, all demands and notices of every kind in connection with this Guaranty, the Repurchase Documents, the Guarantor Liabilities, the Purchased Assets, the Pledged Collateral, any collateral, security or property for the Guaranty or the Guarantor Liabilities, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantor Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; (m) any right to require the Administrative Agent or any Purchaser assert against Buyer, as a condition defense, counterclaim, set–off or cross–claim, any defense (legal or equitable), disability, set–off, counterclaim or claim of any kind or nature whatsoever that Guarantor, Seller or Pledgor may now or hereafter have against Buyer (other than payment or performance by in full of the Guarantor Liabilities), Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor Pledgor or any other Person, (B) proceed but such waiver shall not prevent Guarantor from asserting against or exhaust any other security held from any ObligorBuyer in a separate action, any Originatorclaim, the Serviceraction, the Performance cause of action or demand that Guarantor might have, whether or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or not arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligationsthis Guaranty; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kn) to the fullest extent permitted by Applicable Requirements of Law, the right (if any) to revoke this Guaranty as to any defenses future Guarantor Liabilities and (o) any right at any time to insist upon, plead or benefits that may be derived from in any manner whatsoever claim or afforded by Applicable Law which limit take the liability benefit or advantage of any appraisal, valuation, stay, extension, marshalling of assets or exonerate guarantors or suretiesredemption laws, or exemption, whether now or at any time hereafter in force, which may conflict delay, prevent or otherwise effect the performance by Guarantor of the Guarantor Liabilities or the enforcement by Buyer of the Guarantor Liabilities or this Guaranty. It shall not be necessary for Buyer (and Guarantor hereby waives any rights which Guarantor may have to require Buyer), in order to enforce the obligations of Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against Seller, Pledgor, others liable on the Guarantor Liabilities, the Underlying Obligors or any other Person, (ii) enforce Buyer's rights or exhaust its remedies under or with respect to the terms of this Agreement Mortgage Loan Documents and the Seller collateral and property secured thereby, the Purchased Assets, the Pledged Collateral or any collateral, security or property which shall ever have been given to secure the Repurchase Documents or the Guarantor Liabilities, (iii) enforce Buyer's rights against any other guarantors of the Guarantor Liabilities, (iv) join Seller, Pledgor others liable on the Guarantor Liabilities or any other Person in any action seeking to enforce this Guaranty, (v) mitigate damages, take any other action to reduce, collect or enforce the Guarantor Liabilities or to pursue or refrain from pursuing any right or remedy which might benefit Guarantor or (vi) resort to any other means of obtaining payment of the Guarantor Liabilities.
Appears in 1 contract
Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any the Originator, the Servicer, the Performance Guarantor Master Servicer or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any the Originator, the Master Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any the Originator, the Servicer, the Performance Guarantor Master Servicer or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any the Originator, the Servicer, the Performance Guarantor Master Servicer or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
Appears in 1 contract
Samples: Receivables Purchase Agreement (MSC Industrial Direct Co Inc)
Waiver of Rights. The Seller Until the Obligations have been paid in full (other than contingent indemnification Obligations and expense reimbursement obligations for which no claim has been made), the Guarantor expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Lender and of all extensions of credit to any Credit Party by the Administrative AgentLender; (b) presentment and demand for payment or performance of any of the Guaranteed Guaranty Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Guaranty Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lender obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Guaranty Obligations, or the Purchasers or the Administrative Agent Lender subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Guaranty Obligations to which the Seller Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerGuarantor, to (A) proceed against any Obligorthe applicable Borrowers, any Originator, guarantor of the Servicer, the Performance Guarantor Guaranty Obligations or any other Person, (B) proceed against or exhaust any other security held from any Obligorthe applicable Borrowers, any Originator, guarantor of the Servicer, the Performance Guarantor Guaranty Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe applicable Borrower including, any Originatorwithout limitation, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Guaranty Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person applicable Borrower from any cause other than payment in full of the Sold Assets and the Guaranteed Guaranty Obligations; (h) any defense based upon any Applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) the
(A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Credit Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsGuarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the SellerGuarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Credit Agreement (other than a defense of payment and performance in full of the Seller GuarantyObligations (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)).
Appears in 1 contract
Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by Applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Buyer and the Administrative Agentof all extensions of credit, loans or advances to or purchases from Seller by Buyer; (b) diligence, presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantor Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to Guarantor or to any other party with respect to the Guaranteed Obligations Guarantor Liabilities or with respect to any collateral, security or property therefor; (d) notice of the Purchasers or the Administrative Agent Buyer obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantor Liabilities, the Repurchase Agreement, any other Repurchase Document, the Pledged Collateral, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantor Liabilities or the Guaranty, or the Purchasers or the Administrative Agent Buyer subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by Seller, Buyer or any other Person of any other loan, purchase, credit or security agreement or document or of Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Repurchase Documents or in connection with any purchase of Seller’s or such other Person’s property or assets; (f) except as required under the Repurchase Agreement, notice of the occurrence of any breach by Seller, Pledgor or any other Person or of any Event of Default; (g) except as required under the Repurchase Agreement, notice of Buyer’s transfer, disposition, assignment, sale, pledge or participation of the Guarantor Liabilities, the Purchased Assets, the Pledged Collateral, the Repurchase Documents, the Mortgage Loan Documents, or any collateral, security or property for the Guaranty or the Guarantor Liabilities or any portion of the foregoing; (h) except as required under the Repurchase Agreement, notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Asset, the Pledged Collateral or any collateral, security or property for the Guaranty or the Guarantor Liabilities; (i) notice of the protest, proof of non–payment or default by Seller or any other Person; (j) except as required under the Repurchase Agreement, any other action at any time taken or omitted by Buyer, and, generally, all demands and notices of every kind in connection with this Guaranty, the Repurchase Documents, the Guarantor Liabilities, the Purchased Assets, the Pledged Collateral, any collateral, security or property for the Guaranty or the Guarantor Liabilities, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantor Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; (m) any right to require the Administrative Agent or any Purchaser assert against Buyer, as a condition defense, counterclaim, set–off or cross–claim, any defense (legal or equitable), disability, set–off, counterclaim or claim of any kind or nature whatsoever that Guarantor, Seller or Pledgor may now or hereafter have against Buyer (other than payment or performance by in full of the Guarantor Liabilities), Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor Pledgor or any other Person, (B) proceed but such waiver shall not prevent Guarantor from asserting against or exhaust any other security held from any ObligorBuyer in a separate action, any Originatorclaim, the Serviceraction, the Performance cause of action or demand that Guarantor might have, whether or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or not arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligationsthis Guaranty; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kn) to the fullest extent permitted by Applicable Requirements of Law, the right (if any) to revoke this Guaranty as to any defenses future Guarantor Liabilities and (o) any right at any time to insist upon, plead or benefits that may be derived from in any manner whatsoever claim or afforded by Applicable Law which limit take the liability benefit or advantage of any appraisal, valuation, stay, extension, marshalling of assets or exonerate guarantors or suretiesredemption laws, or exemption, whether now or at any time hereafter in force, which may conflict delay, prevent or otherwise effect the performance by Guarantor of the Guarantor Liabilities or the enforcement by Buyer of the Guarantor Liabilities or this Guaranty. It shall not be necessary for Buyer (and Guarantor hereby waives any rightswhich Guarantor may have to require Buyer), in order to enforce the obligations of Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against Seller, Pledgor, others liable on the Guarantor Liabilities, the Underlying Obligors or any other Person, (ii) enforce Buyer’s rights or exhaust its remedies under or with respect to the terms of this Agreement Mortgage Loan Documents and the Seller collateral and property secured thereby, the Purchased Assets, the Pledged Collateral or any collateral, security or property which shall ever have been given to secure the Repurchase Documents or the Guarantor Liabilities, (iii) enforce Buyer’s rights against any other guarantors of the Guarantor Liabilities, (iv) join Seller, Pledgor others liable on the Guarantor Liabilities or any other Person in any action seeking to enforce this Guaranty, (v) mitigate damages, take any other action to reduce, collect or enforce the Guarantor Liabilities or to pursue or refrain from pursuing any right or remedy which might benefit Guarantor or (vi) resort to any other means of obtaining payment of the Guarantor Liabilities.
Appears in 1 contract
Waiver of Rights. The Seller expressly Each Guarantor hereby absolutely, unconditionally and irrevocably waives to the fullest extent permitted by Applicable applicable Law: :
(a) promptness, diligence, notice of acceptance acceptance, notice of the Seller Guaranty by the Purchasers presentment of payment and the Administrative Agent; any other notice hereunder;
(b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and payment, protest, notice of dishonor or nonpayment, notice of default (except as specifically required in this Agreement) the present and future amount of the Obligations and any other notice with respect to the Guaranteed Obligations or with respect to any security therefor; Obligations;
(dc) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers or any Lender protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and thereto or exhaust any right or take any action against any of the other Loan Parties, or any Person;
(kd) any other action, event or precondition that constitutes or may constitute a discharge or defense to the fullest extent permitted enforcement hereof or the performance by Applicable Laweach of the Guarantors of the Obligations;
(e) all suretyship defenses;
(f) any defense arising by any lack of capacity or authority or any other defense of any of the Parties or any notice, demand or defense by reason of cessation from any cause of Obligations other than payment and performance in full of the Obligations by the Parties and any defense that any other guarantee or security was or was to be obtained by the Administrative Agent and/or the other Lenders;
(g) any right to which it may be entitled to require that the Borrower be sued and all claims against the Borrower be completed prior to an action or proceeding being initiated against any Guarantor; and
(h) any law, regulation, decree or order of any jurisdiction, or any other event, affecting any of the Obligations or any rights of the Administrative Agent or the Lenders with respect thereto, including (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a non-Dollar currency for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any defenses indebtedness in such jurisdiction, (iii) any expropriation, confiscation, nationalization or benefits requisition by such jurisdiction or any Governmental Authority that may be derived from directly or afforded by Applicable Law which limit indirectly deprives any Loan Party of any assets or their use or of the liability of ability to operate its business or exonerate guarantors or suretiesa material part thereof, or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which may conflict with has the terms same effect as the events described in clauses (i), (ii) or (iii) above, (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement and the Seller GuarantyAgreement).
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Samples: Credit and Guaranty Agreement (Buenaventura Mining Co Inc)
Waiver of Rights. The Seller expressly Guarantor hereby consents and agrees that Guarantor's obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any rights (including, without limitation, rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:
a. Any renewal, extension, modification, increase, decrease, alteration or rearrangement of all or any part of the Guaranteed Obligations or any instrument executed in connection therewith, or any contract or understanding between Managers, or any Manager, and AHT, or any other person or entity, pertaining to the fullest extent permitted Guaranteed Obligations;
b. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Applicable Law: (a) notice AHT to any Manager;
c. The insolvency, bankruptcy arrangement, adjustment, composition, liquidation, disability, dissolution, or lack of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance power of any Manager or Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of any Manager or Guarantor, or any sale, lease or transfer of any or all of the assets of any Manager or Guarantor, or any changes in the shareholders, partners, or members of any Manager or Guarantor; or any reorganization of any Manager or Guarantor;
d. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever including, without limitation, (ci) protest the fact that the Guaranteed Obligations, or any part thereof, exceed the amount permitted by law, (ii) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (iii) the officers or representatives executing the xxxxxents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (iv) the Guaranteed Obligations violate applicable usury laws, (v) a valid defense, claim or offset of any Manager (whether at law, in equity or by agreement), which renders the Guaranteed Obligations wholly or partially uncollectible from such Manager, (vi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and notice performance of dishonor any document or instrument representing part of the Guaranteed Obligations, executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations), is illegal, uncollectible, legally impossible or unenforceable, or (vii) the documents or instruments pertaining to the Guaranteed Obligations have been forged or otherwise are irregular or not genuine or authentic;
e. Any full or partial release of the liability of any Manager for the Guaranteed Obligations or any part thereof, or of default Guarantor, or of any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other person or entity, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that parties other than Managers will be liable to pay the Guaranteed Obligations or that AHT will look to other parties to pay the Guaranteed Obligations;
f. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations;
g. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (except including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations;
h. The failure of AHT or any other person or entity to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security;
i. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as specifically security for the repayment of the Guaranteed Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any collateral for the Guaranteed Obligations;
j. Any payment by any Manager to AHT is held to constitute a preference under the bankruptcy laws, or for any reason AHT is required in this Agreement) to refund such payment or pay such amount to such Manager or someone else;
k. Any other action taken or omitted to be taken with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or any security or collateral therefor, whether or not such action or omission prejudices Guarantor or increases the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related likelihood that Guarantor will be required to the Sold Assets or pay the Guaranteed Obligations pursuant to which the Seller might otherwise terms hereof; it being the unambiguous and unequivocal intention of Guarantor that Guarantor shall be entitled; (f) any right obligated to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or any agreement omission whatsoever, whether contemplated or instrument relating thereto uncontemplated, and whether or by reason not otherwise or particularly described herein, except for the full and final payment and satisfaction of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) or
l. The fact that all or any defense based upon any Applicable Law which provides that of the obligation Guaranteed Obligations cease to exist by operation of law including, without limitation, by way of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s discharge, limitation or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability tolling thereof under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guarantyapplicable bankruptcy laws.
Appears in 1 contract
Waiver of Rights. The Seller Each SPV Entity expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller its SPV Entity Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller such SPV Entity might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Sellersuch SPV Entity, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor any Servicer or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor any Servicer or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor any Servicer or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) any
(A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Sellersuch SPV Entity’s liability under the Seller its SPV Entity Guaranty or the enforcement of the Seller its SPV Entity Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller its SPV Entity Guaranty.
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Waiver of Rights. The Seller RPA Guarantor expressly waives to the fullest extent permitted by Applicable applicable Law: (ai) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (bii) presentment and demand for payment or performance of any of the Guaranteed Obligations; (ciii) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (div) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (ev) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller RPA Guarantor might otherwise be entitled; (fvi) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerRPA Guarantor, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (gvii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (hviii) any defense based upon any Applicable applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iix) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (jx) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s RPA Guarantor s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, 127256974\V-8 diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kxi) to the fullest extent permitted by Applicable applicable Law, any defenses or benefits that may be derived from or afforded by Applicable applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
Appears in 1 contract
Waiver of Rights. The Seller expressly waives to To the fullest extent permitted by Applicable Law: (a) notice of acceptance of applicable law, the Seller Guaranty Guarantor hereby expressly waives and relinquishes all rights and remedies accorded by the Purchasers applicable law to sureties or guarantors and the Administrative Agent; (b) presentment and demand for payment agrees not to assert or performance take advantage of any of the Guaranteed Obligations; such rights or remedies, including without limitation:
(c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (fi) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, Secured Party to (A) proceed against any Obligor, any Originatorthe Guarantor, the Servicer, the Performance Guarantor Borrower or any other Person, (B) Person or to proceed against or exhaust any other security Security held from any Obligor, any Originator, by the Servicer, the Performance Guarantor Trustee or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit Person on the books behalf of the Administrative Agent, the Purchasers Secured Party at any time or any other Person, or (D) to pursue any other remedy in the Secured Party's power before proceeding against the Guarantor,
(ii) any right to elect trial by jury, the benefit of the Administrative Agent statute of limitations in any action hereunder or in any action for the collection or performance of any obligations hereunder or of the Borrower under the Loan Agreement or the Purchasers whatsoeverother Transaction Documents; 115
(giii) any defense arising that may arise by reason of the incapacity, lack of authority authority, death or disability of any other Person or the failure of the Secured Party to file or enforce a claim against the estate (in administration, bankruptcy or any disability or other defense proceeding) of any Obligor, other Person;
(iv) any Originatordefense based on an act or omission by the Borrower, the ServicerGuarantor, the Performance Guarantor Trustee, the Secured Party or any other Person other than payment or performance by the Borrower of all obligations under the Loan Agreement and the Security Documents;
(v) diligence, demand, presentment, protest and notice of any kind including notice of acceptance of this Agreement and of any obligation to which it applies or may apply, and notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any default, indulgence, enforcement or other action or non-action on the part of the Borrower, the Guarantor, the Secured Party, the Trustee, any endorser or creditor of the Guarantor or the Borrower, or on the part of any other Person under this or any other instrument in connection with any obligation or evidence of indebtedness held on behalf of the Secured Party, as Security or in connection with any obligations hereunder;
(vi) any defense based on upon an election of remedies by the Secured Party or arising out the Trustee, including an election to proceed by nonjudicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of the lack of validity Guarantor and/or the Shareholder, or the unenforceability right of the Sold Assets Guarantor and/or the Shareholder to proceed against the Borrower for reimbursement, or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; both;
(hvii) any defense based upon any Applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; and
(iviii) any defense based upon duty on the Administrative Agent’s part of the Secured Party or any Purchaser’s errors other Person to disclose to the Guarantor any facts that such Person may now or omissions in hereafter know about the administration of the Sold Assets Borrower or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.Person. 116 - 110 -
Appears in 1 contract
Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by Applicable Lawapplicable law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Lenders and of all extensions of credit to any Credit Party by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent Lenders subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Obligations to which the Seller Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerGuarantor, to (A) proceed against any Obligorthe Borrowers, any Originator, guarantor of the Servicer, the Performance Guarantor Obligations or any other Person, (B) proceed against or exhaust any other security held from any Obligorthe Borrowers, any Originator, guarantor of the Servicer, the Performance Guarantor Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe Borrowers including, any Originatorwithout limitation, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person Borrowers from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Credit Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsGuarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the SellerGuarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Lawlaw, any defenses or benefits that may be derived from or afforded by Applicable Law law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller GuarantyCredit Agreement.
Appears in 1 contract
Waiver of Rights. The Seller Each SPV Entity expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller its SPV Entity Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller such SPV Entity might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Sellersuch SPV Entity, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor any Servicer or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor any Servicer or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) the
(A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Sellersuch SPV Entity’s liability under the Seller its SPV Entity Guaranty or the enforcement of the Seller its SPV Entity Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller its SPV Entity Guaranty.
Appears in 1 contract
Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by Applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Administrative Agent or the Lenders and of all extensions of credit, loans or advances to or purchases from the Borrowers by the Administrative AgentAgent or the Lenders; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantee Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to the Guarantor or to any other party with respect to the Guaranteed Obligations Guarantee Liabilities or with respect to any collateral, security or Property therefor; (d) notice of the Purchasers Administrative Agent or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantee Liabilities, the Credit Agreement, any other Credit Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed Obligations, Guarantee Liabilities or the Purchasers Guaranty, or the Administrative Agent or the Lenders subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by the Borrowers, the Administrative Agent, the Lenders or any other Person of any other loan, purchase, credit or security agreement or document or of the Borrowers’ or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Credit Documents or in connection with any purchase of the Borrowers’ or such other Person’s Property or assets; (f) notice of the occurrence of any breach by the Borrowers, the Pledgor, any other Credit Party or any other Person or of any Event of Default; (g) notice of the Administrative Agent’s or the Lenders’ transfer, disposition, assignment, sale, pledge or participation of the Guarantee Liabilities, the Collateral, the Pledged Collateral, the Credit Documents, the Mortgage Loan Documents, or any collateral, security or Property for the Guaranty or the Guarantee Liabilities or any portion of the foregoing; (h) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Collateral, the Pledged Collateral or any collateral, security or Property for the Guaranty or the Guarantee Liabilities; (i) notice of the protest, proof of non—payment or default by the Borrowers or any other Person; (j) any other action at any time taken or omitted by the Administrative Agent or the Lenders, and, generally, all demands and notices of every kind in connection with this Guaranty, the Credit Documents, the Guarantee Liabilities, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guaranty or the Guarantee Liabilities, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantee Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; and (m) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed assert against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) Lenders, as a defense, counterclaim, set—off or cross—claim, any defense arising by reason of the incapacity(legal or equitable), lack of authority set—off, counterclaim or any disability or other defense claim of any Obligor, any Originator, kind or nature whatsoever that the Servicer, Guarantor may now or hereafter have against the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity Administrative Agent or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause Lenders (other than payment in full of the Sold Assets Guarantee Liabilities), the Borrowers or any other Person, but such waiver shall not prevent the Guarantor from asserting against the Administrative Agent or the Lenders in a separate action, any claim, action, cause of action or demand that the Guarantor might have, whether or not arising out of this Guaranty. It shall not be necessary for the Administrative Agent or the Lenders (and the Guaranteed Obligations; (h) Guarantor hereby waives any defense based upon any Applicable Law rights which provides that the obligation of a surety must be neither larger Guarantor may have to require the Administrative Agent or the Lenders), in amount nor in other respects more burdensome than that order to enforce the obligations of the principal; Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against the Borrowers, the Pledgor, any defense based upon other Credit Party, others liable on the Guarantee Liabilities, the Obligors or any other Person, (ii) enforce the Administrative Agent’s or the Lenders’ rights or exhaust its remedies under or with respect to the Mortgage Loan Documents and the collateral and Property secured thereby, the Collateral, the Pledged Collateral or any Purchaser’s errors collateral, security or omissions in Property which shall ever have been given to secure the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement Guarantee Liabilities, (iii) enforce the Administrative Agent’s or the Lenders’ rights against any other guarantors of the Seller GuarantyGuarantee Liabilities, (Civ) any rights to set-offsjoin the Borrowers, recoupments and counterclaims, and (D) promptness, diligence and any requirement that others liable on the Administrative Agent and the Purchasers protect, secure, perfect Guarantee Liabilities or insure any other security interest or lien or Person in any property subject thereto; and (k) action seeking to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of enforce this Agreement and the Seller Guaranty.,
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Waiver of Rights. The Seller Parent Guarantor expressly waives to the fullest extent permitted by Applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Deal Agent, the Purchaser and the Administrative other Secured Parties and of all extensions of credit, loans or advances to or purchases from the Seller by the Deal Agent, the Purchaser and the other Secured Parties; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantee Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to the Parent Guarantor or to any other party with respect to the Guaranteed Obligations Guarantee Liabilities or with respect to any collateral, security or Property therefor; (d) notice of the Purchasers or Deal Agent, the Administrative Agent Purchaser and the other Secured Parties obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantee Liabilities, the Repurchase Agreement, any other Repurchase Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantee Liabilities or the Guaranty, or the Purchasers Deal Agent, the Purchaser or the Administrative Agent other Secured Parties subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by the Seller, the Deal Agent, the Purchaser, the other Secured Parties or any other Person of any other loan, purchase, credit or security agreement or document or of the Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Repurchase Documents or in connection with any purchase of the Seller’s or such other Person’s Property or assets; (f) notice of the occurrence of any breach by the Seller, the Pledgor, the Limited Guarantor, the Parent, any other Repurchase Party or any other Person or of any Event of Default; (g) notice of the Deal Agent’s, the Purchaser’s or the other Secured Parties’ transfer, disposition, assignment, sale, pledge or participation of the Guarantee Liabilities, the Purchased Items, the Pledged Collateral, the Repurchase Documents, the Mortgage Loan Documents, or any collateral, security or Property securing the Guaranty or the Guarantee Liabilities or any portion of the foregoing; (h) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Item, the Pledged Collateral or any collateral, security or Property securing the Guaranty or the Guarantee Liabilities; (i) notice of the protest, proof of non–payment or default by the Seller or any other Person; (j) any other action at any time taken or omitted by the Deal Agent, the Purchaser or the other Secured Parties, and, generally, all demands and notices of every kind in connection with this Guaranty, the Repurchase Documents, the Guarantee Liabilities, the Purchased Items, the Pledged Collateral, any collateral, security or Property securing the Guaranty or the Guarantee Liabilities, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantee Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Parent Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; and (m) any right to require assert against the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Deal Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent Purchaser or the Purchasers whatsoever; (g) other Secured Parties, as a defense, counterclaim, set–off or cross–claim, any defense arising by reason of the incapacity(legal or equitable), lack of authority set–off, counterclaim or any disability or other defense claim of any Obligor, any Originatorkind or nature whatsoever that the Parent Guarantor may now or hereafter have against the Deal Agent, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity Purchaser or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause Secured Parties (other than payment in full of the Sold Assets Guarantee Liabilities), the Seller or any other Person, but such waiver shall not prevent the Parent Guarantor from asserting against the Deal Agent, the Purchaser and the Guaranteed Obligations; (h) other Secured Parties in a separate action, any defense based upon any Applicable Law which provides claim, action, cause of action or demand that the obligation Parent Guarantor might have, whether or not arising out of a surety must this Guaranty. It shall not be neither larger necessary for the Deal Agent, the Purchaser and the other Secured Parties (and the Parent Guarantor hereby waives any rights which the Parent Guarantor may have to require the Deal Agent, the Purchaser and the other Secured Parties), in amount nor in other respects more burdensome than that order to enforce the obligations of the principal; Parent Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against the Seller, the Pledgor, the Limited Guarantor, the Parent, any defense based upon other Repurchase Party, others liable on the Administrative Guarantee Liabilities, the Borrowers or any other Person, (ii) enforce the Deal Agent’s, the Purchaser’s or the other Secured Parties’ rights or exhaust its remedies under or with respect to the Mortgage Loan Documents and the collateral and Property secured thereby, the Purchased Items, the Pledged Collateral or any Purchaser’s errors collateral, security or omissions in Property which shall ever have been given to secure the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement Guarantee Liabilities, (iii) enforce the Deal Agent’s, the Purchaser’s or the other Secured Parties’ rights against any other guarantors of the Seller Guarantee Liabilities, (iv) join the Seller, others liable on the Guarantee Liabilities or any other Person in any action seeking to enforce this Guaranty, (Cv) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect mitigate damages or insure take any other security interest action to reduce, collect or lien or any property subject thereto; and (k) to enforce the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or suretiesGuarantee Liabilities, or which may conflict with (vii) resort to any other means of obtaining payment of the terms of this Agreement and the Seller GuarantyGuarantee Liabilities.
Appears in 1 contract
Samples: Back Up Guaranty Agreement (Municipal Mortgage & Equity LLC)
Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Lenders and of all extensions of credit to any Borrower by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent Lenders subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Obligations to which the Seller Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerGuarantor, to (Ai) proceed against any Obligorthe Borrowers, any Originator, guarantor of the Servicer, the Performance Guarantor Obligations or any other Person, ; (Bii) proceed against or exhaust any other security held from any Obligorthe Borrowers, any Originator, guarantor of the Servicer, the Performance Guarantor Obligations or any other Person, ; (Ciii) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, ; or (Div) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe Borrowers, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; lack
(i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which that are or might be in conflict with the terms of this Credit Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, Guarantor’s obligations hereunder; (Bii) the benefit of any statute of limitations affecting the SellerGuarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guaranty, hereof; (C) any rights to set-offs, recoupments and counterclaims, ; and (Div) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which that limit the liability of or exonerate guarantors or sureties, or which that may conflict with the terms of this Agreement and the Seller GuarantyCredit Agreement.
Appears in 1 contract
Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by Applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Buyer and the Administrative Agentof all extensions of credit, loans or advances to or purchases from Seller by Buyer; (b) diligence, presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantor Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to Guarantor or to any other party with respect to the Guaranteed Obligations Guarantor Liabilities or with respect to any collateral, security or property therefor; (d) notice of the Purchasers or the Administrative Agent Buyer obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantor Liabilities, the Repurchase Agreement, any other Transaction Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantor Liabilities or the Guaranty, or the Purchasers or the Administrative Agent Buyer subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by Seller, Buyer or any other Person of any other loan, purchase, credit or security agreement or document or of Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Transaction Documents or in connection with any purchase of Seller’s or such other Person’s property or assets; (f) except as otherwise required pursuant to the Repurchase Agreement, notice of the occurrence of any breach by Seller or any other Person or of any Event of Default; (g) except as otherwise required pursuant to the Repurchase Agreement, notice of Buyer’s transfer, disposition, assignment, sale, pledge or participation of the Guarantor Liabilities, the Purchased Loans, the Transaction Documents, the Purchased Loan Documents, or any collateral, security or property for the Guaranty or the Guarantor Liabilities or any portion of the foregoing; (h) except as otherwise required pursuant to the Repurchase Agreement, notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Loans or any collateral, security or property for the Guaranty or the Guarantor Liabilities; (i) notice of the protest, proof of non-payment or default by Seller or any other Person; (j) except as otherwise required pursuant to the Repurchase Agreement, any other action at any time taken or omitted by Buyer, and, generally, all demands and notices of every kind in connection with this Guaranty, the Transaction Documents, the Guarantor Liabilities, the Purchased Loans, any collateral, security or property for the Guaranty or the Guarantor Liabilities, the Purchased Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantor Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; (m) any right to require the Administrative Agent or any Purchaser assert against Buyer, as a condition of payment defense, counterclaim, set-off or performance by the Seller, to (A) proceed against any Obligorcross-claim, any Originatordefense (legal or equitable), the Servicerdisability, the Performance set-off, counterclaim or claim of any kind or nature whatsoever that any Guarantor or any other Person, Seller may now or hereafter have against Buyer (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsGuarantor Liabilities), Seller or any other Person, but such waiver shall not prevent Guarantor from asserting against Buyer in a separate action, any claim, action, cause of action or demand that Guarantor might have, whether or not arising out of this Guaranty; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kn) to the fullest extent permitted by Applicable Requirement of Law, the right (if any) to revoke this Guaranty as to any defenses future Guarantor Liabilities; and (o) any right at any time to insist upon, plead or benefits that may be derived from in any manner whatsoever claim or afforded by Applicable Law which limit take the liability benefit or advantage of any appraisal, valuation, stay, extension, marshalling of assets or exonerate guarantors or suretiesredemption laws, or exemption, whether now or at any time hereafter in force, which may conflict delay, prevent or otherwise effect the performance by Guarantor of the Guarantor Liabilities or the enforcement by Buyer of the Guarantor Liabilities or this Guaranty. It shall not be necessary for Buyer (and Guarantor hereby waives any rights which Guarantor may have to require Buyer), in order to enforce the obligations of Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against Seller, others liable on the Guarantor Liabilities, the Underlying Obligors or any other Person, (ii) enforce Buyer’s rights or exhaust its remedies under or with respect to the terms of this Agreement Purchased Loan Documents and the collateral and property secured thereby, the Purchased Loans or any collateral, security or property which shall ever have been given to secure the Transaction Documents or the Guarantor Liabilities, (iii) enforce Buyer’s rights against any other guarantors of the Guarantor Liabilities, (iv) join Seller or others liable on the Guarantor Liabilities or any other Person in any action seeking to enforce this Guaranty, (v) mitigate damages, take any other action to reduce, collect or enforce the Guarantor Liabilities or to pursue or refrain from pursuing any right or remedy which might benefit Guarantor or (vi) resort to any other means of obtaining payment of the Guarantor Liabilities.
Appears in 1 contract
Samples: Limited Guaranty (NorthStar Real Estate Income Trust, Inc.)
Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative AgentPurchaser; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Purchaser obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent Purchaser subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Performance Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Performance Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative AgentPurchaser, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent Purchaser or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Performance Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Performance Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent Purchaser and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable applicable Law, any defenses or benefits that may be derived from or afforded by Applicable applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
Appears in 1 contract
Waiver of Rights. The Seller QB Guarantor expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Administrative Agent and of all extensions of credit to any Qualified Borrower or other Credit Party by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsDebt; (c) protest and notice of dishonor or of default (except as specifically required in this by the Credit Agreement) with respect to the Guaranteed Obligations Debt or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Secured Parties obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed ObligationsDebt, or the Purchasers or the Administrative Agent Secured Parties subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Qualified Borrower Guaranty, any other Loan Document or the Guaranteed Obligations Debt to which the Seller QB Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerQB Guarantor, to (A) proceed against any Obligorthe Qualified Borrowers, any Originator, QB Guarantor of the Servicer, the Performance Guarantor Guaranteed Debt or any other Person, ; (B) proceed against or exhaust any other security held from any Obligorthe Qualified Borrowers, any Originator, QB Guarantor of the Servicer, the Performance Guarantor Guaranteed Debt or any other Person, ; (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe Qualified Borrowers including, any Originatorwithout limitation, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations Debt or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person Qualified Borrowers from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsDebt; (h) any defense based upon any Applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed ObligationsDebt; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement Qualified Borrower Guaranty and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, QB Guarantor’s obligations hereunder; (B) the benefit of any statute of limitations affecting the SellerQB Guarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guaranty, hereof; (C) any rights to set-offs, recoupments and counterclaims, ; and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors QB Guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Qualified Borrower Guaranty.
Appears in 1 contract
Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable applicable Law: (ai) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (bii) presentment and demand for payment or performance of any of the Guaranteed Obligations; (ciii) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (div) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (ev) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (fvi) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (gvii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (hviii) any defense based upon any Applicable applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) than
(A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kxi) to the fullest extent permitted by Applicable applicable Law, any defenses or benefits that may be derived from or afforded by Applicable applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Centuri Holdings, Inc.)
Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable applicable Law: (ai) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (bii) presentment and demand for payment or performance of any of the Guaranteed Obligations; (ciii) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (div) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (ev) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (fvi) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (gvii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (hviii) any defense based upon any Applicable applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) the
(A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kxi) to the fullest extent permitted by Applicable applicable Law, any defenses or benefits that may be derived from or afforded by Applicable applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Rackspace Technology, Inc.)
Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (Ai) proceed against any Obligor, any Originator, the Pledgor, the Servicer, the Performance Guarantor or any other Person, (Bii) proceed against or exhaust any other security held from any Obligor, any Originator, the Pledgor, the Servicer, the Performance Guarantor or any other Person, (Ciii) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (Div) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Pledgor, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Pledgor, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; Law
(i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (Bii) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (Ciii) any rights to set-offs, recoupments and counterclaims, and (Div) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)
Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by Applicable Lawwaives: (a) notice of acceptance of the Seller Guaranty this Guarantee by the Purchasers and the Administrative Agent, the Lenders or any other guarantor and of all extensions of credit, loans or advances to or purchases from the Borrowers by the Administrative Agent or the Lenders; (b) presentment and demand for payment or performance of any of the Guaranteed Guarantee Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to the Guarantor or to any other Person with respect to the Guaranteed Guarantee Obligations or with respect to any collateral, security or Property therefor; (d) notice of the Purchasers Administrative Agent or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantee Obligations, the Credit Agreement, any other Credit Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed Obligations, Guarantee Obligations or the Purchasers Guarantee, or the Administrative Agent or the Lenders subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by the Borrowers, the Administrative Agent, the Lenders or any other Person of any other loan, purchase, credit or security agreement or document or of the Borrowers’ or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Credit Documents or in connection with any purchase of the Borrowers’ or such other Person’s Property or assets; (f) notice of any kind concerning the assets, liabilities, financial condition, creditworthiness, businesses, prospects or other affairs of the Borrowers or any other Person; (g) notice of the occurrence of any breach by the Borrowers, the Pledgors, any other Credit Party or any other Person or of any Event of Default; (h) notice of the Administrative Agent’s or the Lenders’ transfer, disposition, assignment, sale, pledge or participation of the Guarantee Obligations, the Collateral, the Pledged Collateral, the Credit Documents, the Mortgage Loan Documents, or any collateral, security or Property for the Guarantee or the Guarantee Obligations or any portion of the foregoing; (i) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations; (j) notice of the protest, proof of non—payment or default by the Borrowers or any other Person; (k) any other action at any time taken or omitted by the Administrative Agent or the Lenders, and, generally, all demands and notices of every kind in connection with this Guarantee, the Credit Documents, the Guarantee Obligations, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guarantee or the Guarantee Obligations and the obligations hereby guaranteed; (l) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fm) demand for payment under this Guarantee; and (n) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed assert against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) Lenders, as a defense, counterclaim, set—off or cross—claim, any defense arising by reason of the incapacity(legal or equitable), lack of authority set—off, counterclaim or any disability or other defense claim of any Obligor, any Originator, kind or nature whatsoever that the Servicer, Guarantor may now or hereafter have against the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity Administrative Agent or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause Lenders (other than payment in full of the Sold Assets Guarantee Obligations), the Borrowers or any other Person. It shall not be necessary for the Administrative Agent or the Lenders (and the Guaranteed Obligations; (h) Guarantor hereby waives any defense based upon any Applicable Law rights which provides that the obligation of a surety must be neither larger Guarantor may have to require the Administrative Agent or the Lenders), in amount nor in other respects more burdensome than that order to enforce the obligations of the principal; Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against the Borrowers, the Pledgors, any defense based upon other Credit Party, others liable on the Guarantee Obligations, the Obligors or any other Person, (ii) enforce the Administrative Agent’s or the Lenders’ rights or exhaust its remedies under or with respect to the Mortgage Loan Documents and the collateral and Property secured thereby, the Collateral, the Pledged Collateral or any Purchaser’s errors collateral, security or omissions in Property which shall ever have been given to secure the administration of the Sold Assets Guarantee or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Guarantee Obligations, (Biii) enforce the benefit of any statute of limitations affecting the SellerAdministrative Agent’s liability under the Seller Guaranty or the enforcement Lenders’ rights against any other guarantors of the Seller GuarantyGuarantee Obligations, (Civ) any rights to set-offsjoin the Borrowers, recoupments and counterclaims, and (D) promptness, diligence and any requirement that others liable on the Administrative Agent and the Purchasers protect, secure, perfect Guarantee Obligations or insure any other security interest Person in any action seeking to enforce this Guarantee, (v) mitigate damages or lien take any other action to reduce, collect or enforce the Guarantee Obligations or (vi) resort to any property subject thereto; and (k) to other means of obtaining payment of the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller GuarantyGuarantee Obligations.
Appears in 1 contract
Waiver of Rights. The Seller expressly Guarantor waives to the fullest extent permitted by Applicable Law: (a) any and all notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment creation, renewal, extension or performance accrual of any of the Guaranteed Obligations; (c) protest , and notice of dishonor or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings pursuant to the Repurchase Agreement and the Program Documents between the Seller and the Guarantor, on the one hand, and the Buyer, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default (except as specifically required or nonpayment to or upon the Seller or the Guarantor with respect to the Guaranteed Obligations. The Guarantor hereby waives diligence; presentment; demand for payment or performance; filing of claims with any court in this Agreement) case of the insolvency, reorganization or bankruptcy of the Seller; protest or notice with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which amounts payable by the Seller thereunder; and all demands whatsoever; any fact, event or circumstance that might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as constitute a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable defense to or discharge of the Sold Assets Guarantor, including (but without typifying or limiting this waiver), failure by the Guaranteed Obligations, (B) the benefit Buyer to perfect a security interest in any collateral securing performance of any statute Obligation or to realize the value of limitations affecting any collateral or other assets which may be available to satisfy any Obligation and any delay by the Buyer in exercising any of its rights hereunder or against the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
Appears in 1 contract
Samples: Guaranty (PHH Corp)
Waiver of Rights. The Seller Each SPV Entity expressly waives to the fullest extent permitted by Applicable applicable Law: (ai) notice of acceptance of the Seller its SPV Entity Guaranty by the Purchasers and the Administrative Agent; (bii) presentment and demand for payment or performance of any of the Guaranteed Obligations; (ciii) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (div) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (ev) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller such SPV Entity might otherwise be entitled; (fvi) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Sellersuch SPV Entity, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor any Servicer or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the any Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (gvii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the any Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the any Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (hviii) any defense based upon any Applicable applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iix) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (jx) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Sellersuch SPV Entity’s liability under the Seller its SPV Entity Guaranty or the enforcement of the Seller its SPV Entity Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kxi) to the fullest extent permitted by Applicable applicable Law, any defenses or benefits that may be derived from or afforded by Applicable applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller its SPV Entity Guaranty.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Rackspace Technology, Inc.)
Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor Servicer or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor Servicer or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor Servicer or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor Servicer or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Exela Technologies, Inc.)
Waiver of Rights. The Seller Each Parent Borrower expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Seller this Qualified Borrower Guaranty by the Purchasers Lender and the Administrative Agentof all extensions of credit to any Borrower Party by Lender; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lender obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent Lender subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Obligations to which the Seller Parent Borrowers might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser Lender as a condition of payment or performance by the SellerParent Borrowers, to (A) proceed against any ObligorQualified Borrower, any Originator, guarantor of the Servicer, the Performance Guarantor Obligations or any other Person, (B) proceed against or exhaust any other security held from any ObligorQualified Borrower, any Originator, guarantor of the Servicer, the Performance Guarantor Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Lender or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers Lender whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any ObligorQualified Borrower including, any Originatorwithout limitation, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person Qualified Borrower from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsObligations (other than contingent obligations for which no claim giving rise thereto has been asserted); (h) any defense based upon any Applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any PurchaserLender’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Credit Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligationsany Parent Borrower’s Obligations hereunder, (B) the benefit of any statute of limitations affecting the Sellerany Parent Borrower’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers Lender protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller GuarantyCredit Agreement.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Stellus Private Credit BDC)
Waiver of Rights. The Seller Guarantors expressly waives to the fullest extent permitted by Applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Purchaser and of all extensions of credit, loans or advances to or purchases from the Administrative AgentSeller by the Purchaser; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantee Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to the Guarantors or to any other party with respect to the Guaranteed Obligations Guarantee Liabilities or with respect to any collateral, security or Property therefor; (d) notice of the Purchasers or the Administrative Agent Purchaser obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantee Liabilities, the Repurchase Agreement, any other Repurchase Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantee Liabilities, or the Purchasers or the Administrative Agent Purchaser subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by the Seller, the Purchaser or any other Person of any other loan, purchase, credit or security agreement or document or of the Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Repurchase Documents or in connection with any purchase or the Seller’s or such other Person’s Property; (f) notice of the occurrence of any breach by the Seller, the Pledgor or any other Person or of any Event of Default; (g) notice of the Purchaser’s transfer, disposition, assignment, sale, pledge or participation of the Guarantee Liabilities, the Purchased Items, the Pledged Collateral, the Repurchase Documents, the Mortgage Loan Documents or any portion thereof; (h) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Item, the Pledged Collateral or any collateral, security or Property for the Guarantee Liabilities; (i) notice of the protest, proof of non–payment or default by the Seller or any other Person; (j) any other action at any time taken or omitted by the Purchaser, and, generally, all demands and notices of every kind in connection with this Guaranty, the Repurchase Documents, the Guarantee Liabilities, the Pledged Collateral, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guarantee Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantors might otherwise be entitled; (fl) demand for payment under this Guaranty; and (m) any right to require assert against the Administrative Agent or any Purchaser Purchaser, as a condition of payment defense, counterclaim, set–off or performance by the Seller, to (A) proceed against any Obligorcross–claim, any Originatordefense (legal or equitable), the Servicerset–off, the Performance Guarantor counterclaim or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance claim of any deposit account, securities account kind or credit on the books nature whatsoever that any of the Administrative Agent, Guarantors may now or hereafter have against the Purchasers or any other Person, or Purchaser (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and Guarantee Liabilities), the Guaranteed Obligations; (h) Seller or any defense based upon other Person, but such waiver shall not prevent any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; Guarantors from asserting against the Purchaser in a separate action, any claim, action, cause of action or demand that any of the Guarantors might have, whether or not arising out of this Guaranty. It shall not be necessary for the Purchaser (and each of the Guarantors hereby waives any rights which the Guarantors may have to require the Purchaser), in order to enforce the obligations of any of the Guarantors hereunder, to (i) any defense based upon institute suit, enforce its rights or exhaust its remedies against the Administrative Agent’s Seller, the Pledgor, others liable on the Guarantee Liabilities, the Borrowers or any other Person, (ii) enforce the Purchaser’s errors rights or omissions in exhaust its remedies under or with respect to the administration Mortgage Loan Documents and the collateral and Property secured thereby, the Purchased Items, the Pledged Collateral or any collateral, security or Property which shall ever have been given to secure the Guarantee Liabilities, (iii) enforce the Purchaser’s rights against any other guarantors of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsGuarantee Liabilities, (Biv) the benefit of any statute of limitations affecting join the Seller’s liability under , others liable on the Seller Guaranty Guarantee Liabilities or the enforcement of the Seller any other Person in any action seeking to enforce this Guaranty, (Cv) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect mitigate damages or insure take any other security interest action to reduce, collect or lien or any property subject thereto; and (k) to enforce the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or suretiesGuarantee Liabilities, or which may conflict with (vii) resort to any other means of obtaining payment of the terms of this Agreement and the Seller GuarantyGuarantee Liabilities.
Appears in 1 contract
Samples: Guaranty Agreement (Municipal Mortgage & Equity LLC)
Waiver of Rights. The Seller expressly waives to the fullest extent permitted by Applicable Law: 8.1 Each Guarantor agrees that its liability under this Guarantee shall not be reduced, discharged or mitigated by:-
(a) notice any variation, extension, discharge, compromise, dealing with, exchange or renewal of acceptance of any right or remedy which the Seller Guaranty by Security Trustee and/or a Finance Party may have now or in the Purchasers and the Administrative Agent; (b) presentment and demand for payment future from or performance against any Principal or any other person in respect of any of the Guaranteed Obligations; Secured Liabilities;
(b) any act or omission by the Security Trustee and/or a Finance Party or any other person in taking up, perfecting or enforcing any security or guarantee from or against any Principal or any other person or the invalidity or unenforceability of any such security or guarantee;
(c) protest and notice any amendment, variation, restatement or supplement of dishonor or of default to, or novation, transfer or termination (except as specifically required in this Agreementwhole or in part) with respect of, any document relating to the Guaranteed Obligations Secured Liabilities or with respect any exercise by the Security Trustee and/or a Finance Party (in its absolute discretion) of its rights to refuse, grant, continue, vary, review, determine or increase any credit or facilities to any security therefor; Principal;
(d) notice any grant of the Purchasers time, indulgence, waiver or the Administrative Agent obtaining, amending, substituting for, releasing, waiving concession to any Principal or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; other person;
(e) all other notices, demands, presentments, protests any arrangement or compromise entered into between the Security Trustee and/or a Finance Party and any principal or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; other person;
(f) any right to require the Administrative Agent administration, insolvency, bankruptcy, liquidation, winding-up, receivership, dissolution, incapacity, limitation, disability, discharge by operation of law or any Purchaser as a condition change in the constitution, name and style of, any Principal or any Guarantor;
(g) the invalidity, illegality, unenforceability, irregularity or frustration of the Secured Liabilities or the obligations of any Guarantor;
(h) any claim or enforcement of payment from any Principal;
(i) the existence of any claim, set-off or performance by the Seller, to (A) proceed other right which any Guarantor may have at any time against any Obligor, any Originator, the Servicer, the Performance Guarantor Principal or any other Personperson or which any Principal may have at any time against any person, whether in connection with the Secured Liabilities or otherwise; or
(B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (gj) any defense arising by reason of the incapacity, lack of authority act or any disability omission which would not have discharged or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of affected the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any Applicable Law which provides that the obligation had it been a principal instead of a surety must be neither larger in amount nor in other respects more burdensome than that guarantor or by anything done or omitted by any person which but for this provision might operate to exonerate or discharge or otherwise reduce or extinguish any of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Sellera Guarantor’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller GuarantyGuarantee.
Appears in 1 contract
Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by Applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Buyer and the Administrative Agentof all extensions of credit, loans or advances to or purchases from Seller by Buyer; (b) diligence, presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantor Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to Guarantor or to any other party with respect to the Guaranteed Obligations Guarantor Liabilities or with respect to any collateral, security or property therefor; (d) notice of the Purchasers or the Administrative Agent Buyer obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantor Liabilities, the Repurchase Agreement, any other Transaction Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantor Liabilities or the Guaranty, or the Purchasers or the Administrative Agent Buyer subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by Seller, Buyer or any other Person of any other loan, purchase, credit or security agreement or document or of Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Transaction Documents or in connection with any purchase of Seller’s or such other Person’s property or assets; (f) except as otherwise required pursuant to the Repurchase Agreement, notice of the occurrence of any breach by Seller or any other Person or of any Event of Default; (g) except as otherwise required pursuant to the Repurchase Agreement, notice of Buyer’s transfer, disposition, assignment, sale, pledge or participation of the Guarantor Liabilities, the Purchased Loans, the Transaction Documents, the Purchased Loan Documents, or any collateral, security or property for the Guaranty or the Guarantor Liabilities or any portion of the foregoing; (h) except as otherwise required pursuant to the Repurchase Agreement, notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Loans or any collateral, security or property for the Guaranty or the Guarantor Liabilities; (i) notice of the protest, proof of non-payment or default by Seller or any other Person; (j) except as otherwise required pursuant to the Repurchase Agreement, any other action at any time taken or omitted by Buyer, and, generally, all demands and notices of every kind in connection with this Guaranty, the Transaction Documents, the Guarantor Liabilities, the Purchased Loans, any collateral, security or property for the Guaranty or the Guarantor Liabilities, the Purchased Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantor Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; (m) any right to require the Administrative Agent or any Purchaser assert against A&R Limited Guaranty Buyer, as a condition of payment defense, counterclaim, set-off or performance by the Seller, to (A) proceed against any Obligorcross-claim, any Originatordefense (legal or equitable), the Servicerdisability, the Performance set-off, counterclaim or claim of any kind or nature whatsoever that any Guarantor or any other Person, Seller may now or hereafter have against Buyer (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsGuarantor Liabilities), Seller or any other Person, but such waiver shall not prevent Guarantor from asserting against Buyer in a separate action, any claim, action, cause of action or demand that Guarantor might have, whether or not arising out of this Guaranty; (h) any defense based upon any Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kn) to the fullest extent permitted by Applicable Requirement of Law, the right (if any) to revoke this Guaranty as to any defenses future Guarantor Liabilities; and (o) any right at any time to insist upon, plead or benefits that may be derived from in any manner whatsoever claim or afforded by Applicable Law which limit take the liability benefit or advantage of any appraisal, valuation, stay, extension, marshalling of assets or exonerate guarantors or suretiesredemption laws, or exemption, whether now or at any time hereafter in force, which may conflict delay, prevent or otherwise effect the performance by Guarantor of the Guarantor Liabilities or the enforcement by Buyer of the Guarantor Liabilities or this Guaranty. It shall not be necessary for Buyer (and Guarantor hereby waives any rights which Guarantor may have to require Buyer), in order to enforce the obligations of Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against Seller, others liable on the Guarantor Liabilities, the Underlying Obligors or any other Person, (ii) enforce Buyer’s rights or exhaust its remedies under or with respect to the terms of this Agreement Purchased Loan Documents and the collateral and property secured thereby, the Purchased Loans or any collateral, security or property which shall ever have been given to secure the Transaction Documents or the Guarantor Liabilities, (iii) enforce Buyer’s rights against any other guarantors of the Guarantor Liabilities, (iv) join Seller or others liable on the Guarantor Liabilities or any other Person in any action seeking to enforce this Guaranty, (v) mitigate damages, take any other action to reduce, collect or enforce the Guarantor Liabilities or to pursue or refrain from pursuing any right or remedy which might benefit Guarantor or (vi) resort to any other means of obtaining payment of the Guarantor Liabilities.
Appears in 1 contract
Samples: Limited Guaranty (Colony NorthStar Credit Real Estate, Inc.)
Waiver of Rights. The Seller expressly Each Guarantor hereby waives and agrees not to the fullest extent permitted by Applicable Law: assert or take advantage of:
(a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, USBCDC to (A) proceed against any Obligor, any Originator, the Servicer, the Performance Guarantor Borrower or any other Person, (B) person or to proceed against or exhaust any other security held from by USBCDC at any Obligor, any Originator, the Servicer, the Performance Guarantor time or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in USBCDC’s power before proceeding against Guarantor;
(b) the power defense of the Administrative Agent statute of limitations in any action hereunder or in any action for the Purchasers whatsoever; collection of any of the Obligations;
(gc) any defense arising that may arise by reason of the incapacity, lack of authority authority, death or any disability or other defense of any Obligorother person or persons or the failure of USBCDC to file or enforce a claim against the estate (in administration, any Originator, the Servicer, the Performance Guarantor bankruptcy or any other Person including proceeding) of any defense based on other person or arising out persons;
(d) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, including, without limitation, notice of the lack existence, creation or incurring of validity any new or additional obligations or obligation or of any action or non- action on the unenforceability part of the Sold Assets or the Guaranteed Obligations USBCDC or any agreement endorser or instrument relating thereto creditor of USBCDC or by reason of Guarantor or on the cessation of the liability part of any Obligor, any Originator, the Servicer, the Performance Guarantor other person whomsoever under this or any other Person from instrument in connection with any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; Obligations or evidence of Obligations held by USBCDC or in connection therewith;
(he) any defense based upon an election of remedies by USBCDC, the right of Guarantor to proceed against USBCDC for reimbursement, any Applicable Law which provides that rights or benefits under the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that bankruptcy and insolvency laws of the principal; State of California or any other applicable state of the United States or under Sections 364 and 1111 of the Bankruptcy Code as same may be amended or replaced from time to time;
(if) any defense based upon election by USBCDC to exercise any right or remedy it may have against the Administrative Agent’s Borrower or any Purchaser’s errors security held by USBCDC, including, without limitation, the right to foreclose upon any such security by judicial or omissions non-judicial sale, without affecting or impairing in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit way the liability of such Guarantor hereunder, except to the extent the Obligations have been paid, and such Guarantor waives any default arising out of the absence, impairment or exonerate guarantors loss of any right of reimbursement, contribution or suretiessubrogation or any other right or remedy of such Guarantor against USBCDC or any such security whether resulting from such election by USBCDC or otherwise; and
(g) any duty or obligation on the part of USBCDC to perfect, protect, not impair, retain or which may conflict with enforce any security for the terms payment of this Agreement and the Seller GuarantyObligations or performance of any of the other obligations guaranteed hereby.
Appears in 1 contract
Samples: Unconditional Guaranty of New Markets Tax Credits, Put Price and Environmental Indemnification
Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by Applicable Lawwaives: (a) notice of acceptance of the Seller Guaranty this Guarantee by the Purchasers and the Administrative Agent, the Lenders or any other guarantor and of all extensions of credit, loans or advances to or purchases from the Borrowers by the Administrative Agent or the Lenders; (b) presentment and demand for payment or performance of any of the Guaranteed Guarantee Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to the Guarantor or to any other Person with respect to the Guaranteed Guarantee Obligations or with respect to any collateral, security or Property therefor; (d) notice of the Purchasers Administrative Agent or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantee Obligations, the Credit Agreement, any other Credit Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed Obligations, Guarantee Obligations or the Purchasers Guarantee, or the Administrative Agent or the Lenders subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by the Borrowers, the Administrative Agent, the Lenders or any other Person of any other loan, purchase, credit or security agreement or document or of the Borrowers’ or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Credit Documents or in connection with any purchase of the Borrowers’ or such other Person’s Property or assets; (f) notice of any kind concerning the assets, liabilities, financial condition, creditworthiness, businesses, prospects or other affairs of the Borrowers or any other Person; (g) notice of the occurrence of any breach by the Borrowers, the Pledgors, any other Credit Party or any other Person or of any Event of Default; (h) notice of the Administrative Agent’s or the Lenders’ transfer, disposition, assignment, sale, pledge or participation of the Guarantee Obligations, the Collateral, the Pledged Collateral, the Credit Documents, the Mortgage Loan Documents, or any collateral, security or Property for the Guarantee or the Guarantee Obligations or any portion of the foregoing; (i) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations; (j) notice of the protest, proof of non–payment or default by the Borrowers or any other Person; (k) any other action at any time taken or omitted by the Administrative Agent or the Lenders, and, generally, all demands and notices of every kind in connection with this Guarantee, the Credit Documents, the Guarantee Obligations, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guarantee or the Guarantee Obligations and the obligations hereby guaranteed; (l) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fm) demand for payment under this Guarantee; and (n) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed assert against any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) Lenders, as a defense, counterclaim, set–off or cross–claim, any defense arising by reason of the incapacity(legal or equitable), lack of authority set–off, counterclaim or any disability or other defense claim of any Obligor, any Originator, kind or nature whatsoever that the Servicer, Guarantor may now or hereafter have against the Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity Administrative Agent or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, the Performance Guarantor or any other Person from any cause Lenders (other than payment in full of the Sold Assets Guarantee Obligations), the Borrowers or any other Person. It shall not be necessary for the Administrative Agent or the Lenders (and the Guaranteed Obligations; (h) Guarantor hereby waives any defense based upon any Applicable Law rights which provides that the obligation of a surety must be neither larger Guarantor may have to require the Administrative Agent or the Lenders), in amount nor in other respects more burdensome than that order to enforce the obligations of the principal; Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against the Borrowers, the Pledgors, any defense based upon other Credit Party, others liable on the Guarantee Obligations, the Obligors or any other Person, (ii) enforce the Administrative Agent’s or the Lenders’ rights or exhaust its remedies under or with respect to the Mortgage Loan Documents and the collateral and Property secured thereby, the Collateral, the Pledged Collateral or any Purchaser’s errors collateral, security or omissions in Property which shall ever have been given to secure the administration of the Sold Assets Guarantee or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Guarantee Obligations, (Biii) enforce the benefit of any statute of limitations affecting the SellerAdministrative Agent’s liability under the Seller Guaranty or the enforcement Lenders’ rights against any other guarantors of the Seller GuarantyGuarantee Obligations, (Civ) any rights to set-offsjoin the Borrowers, recoupments and counterclaims, and (D) promptness, diligence and any requirement that others liable on the Administrative Agent and the Purchasers protect, secure, perfect Guarantee Obligations or insure any other security interest Person in any action seeking to enforce this Guarantee, (v) mitigate damages or lien take any other action to reduce, collect or enforce the Guarantee Obligations or (vi) resort to any property subject thereto; and (k) to other means of obtaining payment of the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller GuarantyGuarantee Obligations.
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