Common use of Waiver of Suretyship Defenses Clause in Contracts

Waiver of Suretyship Defenses. Each U.S. Borrower agrees that the joint and several liability of the U.S. Borrowers provided for in SECTION 14.1 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Obligors may hereafter agree (other than an agreement signed by the Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Agent or any Lender with respect to any of the Guaranteed Obligations, nor by any other agreements or arrangements whatever with the other Obligors or with anyone else, each U.S. Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each U.S. Borrower is direct and unconditional as to all of the Guaranteed Obligations, and may be enforced without requiring the Agent or any Lender first to resort to any other right, remedy or security. Each U.S. Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Guaranteed Obligations, this Agreement or any other Loan Document and any requirement that the Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the German Borrower or any other Person or any Collateral, including any rights any U.S. Borrower may otherwise have under O.C.G.A. ss. 10-7-24 or any successor statute or any analogous statute in any jurisdiction under the laws of which any U.S. Borrower is incorporated or in which any U.S. Borrower conducts business.

Waiver of Suretyship Defenses. Each U.S. Borrower agrees that the joint and several liability of the U.S. Borrowers provided for in SECTION 14.1 3.17 shall not be impaired or affected by any modification, supplement, extension or amendment or of any contract or agreement to which the other Obligors U.S. Borrowers may hereafter agree (other than an agreement signed by the Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Agent or any Lender with respect to any of the Guaranteed U.S. Obligations, nor by any other agreements or arrangements whatever with the other Obligors U.S. Borrowers or with anyone else, each U.S. Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each U.S. Borrower is direct and unconditional as to all of the Guaranteed U.S. Obligations, and may be enforced without requiring the Agent or any Lender first to resort to any other right, remedy or security. Each U.S. Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Guaranteed U.S. Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the German any U.S. Borrower or any other Person or any Collateralcollateral, including any rights any U.S. Borrower may otherwise have under O.C.G.A. ss. 10-7-24 or any successor statute or any analogous statute in any jurisdiction under the laws of which any U.S. Borrower is incorporated or in which any U.S. Borrower conducts business.

Waiver of Suretyship Defenses. Each U.S. Borrower Guarantor agrees that the joint and several liability of the U.S. Borrowers Guarantors provided for in SECTION 14.1 Section 8.1 shall not be impaired or affected by any modification, supplement, extension or amendment or of any contract or agreement to which the any other Obligors Obligor may hereafter agree (other than an agreement signed by the Agent and the Lenders Lender specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Agent or any Lender with respect to any of the Guaranteed Obligations, nor by any other agreements or arrangements whatever with the other Obligors or with anyone else, each U.S. Borrower Guarantor hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each U.S. Borrower Guarantor is direct and unconditional as to all of the Guaranteed Obligations, and may be enforced without requiring the Agent or any Lender first to resort to any other right, remedy or security. Each U.S. Borrower Guarantor hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Guaranteed Obligations, this Agreement or any other Loan Document and any requirement that the Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the German Borrower any Obligor or any other Person or any Collateral, including any rights any U.S. Borrower Guarantor may otherwise have under O.C.G.A. ss. 10-7-24 or law, including, but not limited to, any successor statute or any analogous statute law in any jurisdiction under the laws of which any U.S. Borrower Guarantor is incorporated or in which any U.S. Borrower Guarantor conducts business. To the extent that, notwithstanding the foregoing waivers, any notice is required to be delivered to a Guarantor under the provisions of any applicable law, this Agreement or any other Loan Document, each Guarantor hereby appoints the Borrower, and the Borrower shall act, as such Guarantor's agent for the purpose of receiving such notice.

Waiver of Suretyship Defenses. Each U.S. Borrower agrees Teltronics, ATS and Interactive each agree that the joint and several liability of the U.S. Borrowers provided for in SECTION 14.1 subsection 9.12 of this Agreement shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Obligors Teltronics, ATS or Interactive may hereafter agree (other than an agreement signed by the Agent and the Lenders Lender specifically releasing such liability), nor by any delay, extension of timetime for the payment of, renewal, compromise or other indulgence granted by the Agent or any Lender with respect to any of the Guaranteed Obligations, nor by any release of subordination of any Lien with respect to any or all of the Collateral other agreements or arrangements whatever with the other Obligors or with anyone else, each U.S. Borrower hereby waiving all notice notices of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each U.S. Borrower Teltronics, ATS and Interactive is direct and unconditional as to all of the Guaranteed Obligations, and may be enforced without requiring the Agent or any Lender first to resort to any other right, remedy or security. Each U.S. Borrower hereby Teltronics, ATS and Interactive each expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Guaranteed Obligations, this Agreement or any other Loan Document loan documents and any requirement that the Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the German Borrower Teltronics, ATS, Interactive or any other Person or any Collateral. (c) By deleting Section 10.1(a) of the Loan Agreement and by substituting the following new Section 10.1(a) in lieu thereof: (a) Maximum Credit: $7,000,000 (d) By inserting the following new text immediately after Section 10.1(e) and immediately preceding Section 10.2: In the event that Teltronics sells all of the outstanding capital stock of ATS owned by Teltronics, including or sells all or substantially all of the assets of ATS, on or before July 23, 1998, then Teltronics and Interactive may (without incurring any rights any U.S. Borrower may otherwise have additional premiums or fees) elect to reduce the Maximum Credit under O.C.G.A. ssSection 10.1(a) from $7,000,000 to $5,500,000. 10-7-24 or any successor statute or any analogous statute If such reduction in any jurisdiction the Maximum Credit occurs, then the Minimum Borrowing under Section 10.1(e) shall be reduced from $4,000,000 to $3,500,000. (e) By deleting Sections 10.4(a),(b),(c) and (d) of the laws of which any U.S. Borrower is incorporated or Loan Agreement in which any U.S. Borrower conducts business.their entirety and by substituting the following new Sections 10.4(a),(b), (c) and (d) in lieu thereof:

Waiver of Suretyship Defenses. Each U.S. Borrower agrees that the joint and several liability of the U.S. Borrowers provided for in SECTION 14.1 4.18 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Obligors Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Guaranteed Secured Obligations, nor by any other agreements or arrangements whatever with the other Obligors Borrowers or with anyone else, each U.S. Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each U.S. Borrower is direct and unconditional as to all of the Guaranteed Secured Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Each U.S. Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Guaranteed Secured Obligations, the Notes, this Agreement or any other Loan Document (other than notices expressly required in this Agreement or by any of the Loan Documents) and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the German any Borrower or any other Person or any Collateralcollateral, including any rights any U.S. Borrower may otherwise have under O.C.G.A. ssthe New York General Obligations Law. 10-7-24 or any successor statute or any analogous statute in any jurisdiction under the laws of which any U.S. Borrower is incorporated or in which any U.S. Borrower conducts business.60 67

Waiver of Suretyship Defenses. Each U.S. Borrower agrees that the joint and several liability of the U.S. Borrowers provided for in SECTION 14.1 this Agreement shall not be impaired or affected by any modification, supplement, extension or amendment or of any contract or agreement to which the other Obligors Borrower may hereafter agree (other than an agreement signed by the Agent and the Lenders Bank specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Agent or any Lender Bank with respect to any of the Guaranteed Secured Obligations, nor by any other agreements or arrangements whatever with the other Obligors Borrower, any Guarantor or with anyone elseany other Person, each U.S. Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each U.S. Borrower is direct and unconditional as to all of the Guaranteed Secured Obligations, and may be enforced without requiring the Agent or any Lender Bank first to resort to any other right, remedy or security. Each U.S. Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Guaranteed Secured Obligations, this Agreement or any other Loan Document Documents and any requirement that the Agent or any Lender Bank protect, secure, perfect or insure any Lien lien or security interest or any property subject thereto or exhaust any right or take any action against the German Borrower any Borrower, any Guarantor or any other Person or any Collateralcollateral, including any rights any U.S. Borrower may otherwise have under O.C.G.A. ss. § 10-7-24 or any successor statute or any analogous statute in any jurisdiction under the laws of which any U.S. Borrower is incorporated organized or in which any U.S. Borrower conducts business.

Waiver of Suretyship Defenses. Each U.S. Borrower Parent agrees that the joint and several liability of the U.S. Borrowers Parent provided for in SECTION 14.1 clause (a) above shall not be impaired or affected by any modification, supplement, extension or amendment or of any contract or agreement to which the other Obligors any Obligor may hereafter agree (other than an agreement signed by the Agent and the Lenders Lender specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Agent or any Lender with respect to any of the Guaranteed Obligations, nor by any other agreements or arrangements whatever with the other Obligors Borrower or with anyone elseany other Person, each U.S. Borrower Parent hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each U.S. Borrower Parent is direct and unconditional as to all of the Guaranteed Obligations, and may be enforced without requiring the Agent or any Lender first to resort to any other right, remedy or security. Each U.S. Borrower Parent hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Guaranteed Obligations, this Agreement or any other Loan Document and any requirement that the Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the German Borrower or any other Person or any Collateral, including any rights any U.S. Borrower Parent may otherwise have under O.C.G.A. ss. Official Code of Georgia Annotated Section 10-7-24 or any successor statute or any analogous statute in any jurisdiction under the laws of which any U.S. Borrower Parent is incorporated or in which any U.S. Borrower Parent conducts business. To the extent that, notwithstanding the foregoing waivers, any notice is required to be delivered to Parent under the provisions of any applicable law, this Agreement or any other Loan Document, Parent hereby appoints Borrower, and Borrower shall act, as Parent's agent for the purpose of receiving such notice.

Waiver of Suretyship Defenses. Each U.S. Borrower agrees that the joint and several liability of the U.S. Borrowers provided for in SECTION 14.1 4.18 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Obligors Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Guaranteed Secured Obligations, nor by any other agreements or arrangements whatever with the other Obligors Borrowers or with anyone else, each U.S. Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each U.S. Borrower is direct and unconditional as to all of the Guaranteed Secured Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Each U.S. Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Guaranteed Secured Obligations, the Notes, this Agreement or any other Loan Document (other than notices expressly required in this Agreement or by any of the Loan Documents) and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the German any Borrower or any other Person or any Collateralcollateral, including any rights any U.S. Borrower may otherwise have under O.C.G.A. ss. 10-7-24 or any successor statute or any analogous statute in any jurisdiction under the laws of which any U.S. Borrower is incorporated or in which any U.S. Borrower conducts businessNew York General Obligations Law.

Waiver of Suretyship Defenses. Each U.S. Borrower agrees that the joint and several liability of the U.S. Borrowers provided for in SECTION 14.1 Section 4.18 shall not be impaired or affected by any modification, supplement, extension or amendment or of any contract or agreement to which the other Obligors Borrowers may hereafter agree (other than an agreement signed by the Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Agent Agent, the Issuing Bank or any Lender with respect to any of the Guaranteed Secured Obligations, nor by any other agreements or arrangements whatever with the other Obligors Borrowers or with anyone else, each U.S. Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each U.S. Borrower is direct and unconditional as to all of the Guaranteed Secured Obligations, and may be enforced without requiring the Agent Agent, the Issuing Bank or any Lender first to resort to any other right, remedy or security. Each U.S. Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Guaranteed Secured Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Agent Agent, the Issuing Bank or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the German any Borrower or any other Person or any Collateralcollateral, including any rights any U.S. Borrower may otherwise have under O.C.G.A. ss. 10-7-24 or any successor statute or any analogous statute in any jurisdiction under the laws of which any U.S. Borrower is incorporated or in which any U.S. Borrower conducts business.

Waiver of Suretyship Defenses. Each U.S. Borrower agrees that the joint and several liability of the U.S. Borrowers provided for in SECTION 14.1 4.18 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Obligors Borrowers may hereafter agree (other than an agreement signed by the Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Agent or any Lender with respect to any of the Guaranteed Secured Obligations, nor by any other agreements or arrangements whatever with the other Obligors Borrowers or with anyone else, each U.S. Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each U.S. Borrower is direct and unconditional as to all of the Guaranteed Secured Obligations, and may be enforced without requiring the Agent or any Lender first to resort to any other right, remedy or security. Each U.S. Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Guaranteed Secured Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the German any Borrower or any other Person or any Collateralcollateral, including any rights any U.S. Borrower may otherwise have under O.C.G.A. ss. Section 10-7-24 or any successor statute or any analogous statute in any jurisdiction under the laws of which any U.S. Borrower is incorporated or in which any U.S. Borrower conducts business.

Waiver of Suretyship Defenses. Each U.S. Borrower Guarantor agrees that the joint and several liability of the U.S. Borrowers Guarantors provided for in SECTION Section 14.1 shall not be impaired or affected by any modification, supplement, extension or amendment or of any contract or agreement to which the any other Obligors Obligor may hereafter agree (other than an agreement signed by the Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Agent or any Lender with respect to any of the Guaranteed Obligations, nor by any other agreements or arrangements whatever with the other Obligors or with anyone else, each U.S. Borrower Guarantor hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each U.S. Borrower Guarantor is direct and unconditional as to all of the Guaranteed Obligations, and may be enforced without requiring the Agent or any Lender first to resort to any other right, remedy or security. Each U.S. Borrower Guarantor hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Guaranteed Obligations, this Agreement or any other Loan Document and any requirement that the Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the German Borrower any Obligor or any other Person or any Collateral, including any rights any U.S. Borrower Guarantor may otherwise have under O.C.G.A. ss. Official Code of Georgia Annotated Section 10-7-24 or any successor statute or any analogous statute in any jurisdiction under the laws of which any U.S. Borrower Guarantor is incorporated or in which any U.S. Borrower Guarantor conducts business.

Waiver of Suretyship Defenses. Each U.S. Borrower agrees Teltronics and ATS agree that the joint and several liability of the U.S. Borrowers provided for in SECTION 14.1 subsection 9.12 of this Agreement shall not be impaired or affected by any 4 5 modification, supplement, extension or amendment or any contract or agreement to which the other Obligors Teltronics or ATS may hereafter agree (other than an agreement signed by the Agent and the Lenders Lender specifically releasing such liability), nor by any delay, extension of timetime for the payment of, renewal, compromise or other indulgence granted by the Agent or any Lender with respect to any of the Guaranteed Obligations, nor by any release of subordination of any Lien with respect to any or all of the Collateral other agreements or arrangements whatever with the other Obligors or with anyone else, each U.S. Borrower hereby waiving all notice notices of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each U.S. Borrower Teltronics and ATS is direct and unconditional as to all of the Guaranteed Obligations, and may be enforced without requiring the Agent or any Lender first to resort to any other right, remedy or security. Each U.S. Borrower hereby Teltronics and ATS each expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Guaranteed Obligations, this Agreement or any other Loan Document loan documents and any requirement that the Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the German Borrower Teltronics, ATS or any other Person or any Collateral. (e) By deleting Section 10.6(c) in its entirety and by substituting the following new Section 10.6(c) in lieu thereof: (c) Borrowers: Teltronics, including any rights any U.S. Borrower may otherwise have under O.C.G.A. ss. 10Inc. AT Supply, Inc. (f) By deleting Section 10.6(d) in its entirety and by substituting the following new Section 10.6(d) in lieu thereof: (d) Borrowers' Chief Executive Offices and Telecopier Numbers: Teltronics, Inc.: 2150 Xxxxxxxxx Xxxxxxxxxx Xxx Sarasota, Florida 34243 Telecopier: (813) 000-70000 AT Supply, Inc. 4706 Xxxxxxx Xxx Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Telecopier: (210) 000-24 or any successor statute or any analogous statute 0000 (g) By adding the following additional location to Section 10.6(f): AT Supply, Inc. 4706 Xxxxxxx Xxx Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 (h) By deleting the reference to "Not Applicable" that is contained in any jurisdiction under Section 10.6(g) of the laws of which any U.S. Borrower is incorporated or Loan Agreement and by substituting in which any U.S. Borrower conducts businesslieu thereof a reference to "Advantage Telcom Supply Company." (i) By adding the following new Section 11 to the Loan Agreement that reads as follows: SECTION