Waivers and Other Agreements. The Guarantor hereby unconditionally (a) waives any requirement that the Banks or the Agent, upon the occurrence of an "Event of Default" (as defined in the Credit Agreement) or an event of default under any of the Other Loan Documents by any of the Borrowing Subsidiaries, first make demand upon, or seek to enforce remedies against, any or all of the Borrowing Subsidiaries before demanding payment under or seeking to enforce this Guaranty, (b) covenants that this Guaranty will not be discharged except by complete performance of all obligations of the Borrowing Subsidiaries contained in the Credit Agreements, (c) agrees that this Guaranty shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of the Credit Agreements, or any limitation on the liability of any of the Borrowing Subsidiaries thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by any of the Borrowing Subsidiaries under or in connection with the Credit Agreements, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty and (e) agrees that the Guaranteed Obligations shall include any amounts paid by any of the Borrowing Subsidiaries to any Bank or the Agent which may be required to be returned to any of the Borrowing Subsidiaries, or to its representative or to a trustee, custodian or receiver for any of the Borrowing Subsidiaries.
Waivers and Other Agreements. The Company hereby unconditionally (a) waives any requirement that the Banks or the Agent, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against Masco Europe before demanding payment under or seeking to enforce the obligations of the Company hereunder, (b) covenants that the obligations of the Company hereunder will not be discharged except by complete performance of all obligations of Masco Europe contained in this Agreement and the Notes, (c) agrees that the obligations of the Company hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of this Agreement or the Notes, or any limitation on the liability of Masco Europe thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by Masco Europe under or in connection with this Agreement or the Notes, and further waives any requirement of notice of acceptance of, or other formality relating to, the obligations of the Company hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by Masco Europe to the Banks or the Agent which may be required to be returned to Masco Europe or to their representative or to a trustee, custodian or receiver for Masco Europe.
Waivers and Other Agreements. Each Guarantor hereby unconditionally:
Waivers and Other Agreements. 67 SECTION 10.04. Obligations Absolute.............................................................. 67 SECTION 10.05. No Investigation by Banks or Agent................................................ 68 SECTION 10.06. Indemnity......................................................................... 68 SECTION 10.07. Subordination, Subrogation, Reinstatement, Etc.................................... 68 EXHIBITS Exhibit A - Form of Note Exhibit B - Form of Swingline Note Exhibit C-1 - Form of Opinion of Counsel for the Company Exhibit C-2 - Form of Opinion of Counsel for Masco Europe Exhibit C-3 - Form of Opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP Exhibit D - Form of Assignment and Assumption Agreement Exhibit E - Form of Notice of Borrowing Exhibit E-1 - Form of Notice of Swingline Borrowing Exhibit F - Form of L/C Request Exhibit G - Form of Commitment and Acceptance SCHEDULES Commitment Schedule Pricing Schedule 5-YEAR REVOLVING CREDIT AGREEMENT This 5-YEAR REVOLVING CREDIT AGREEMENT dated as of November 5, 2004 is entered into among MASCO CORPORATION and MASCO EUROPE S.A.R.L., a company organized as a societe a responsabilite limitee under the laws of the Grand Duchy of Luxembourg, having its registered office at 00, Xxxx x'xxxxxxxx Xxxxxxx, X-0000 Xxxxxxxx and registered with the Luxembourg Register of Commerce and Companies under number B68.104, as borrowers, the BANKS party hereto as lenders, CITIBANK, N.A., as Syndication Agent, SUMITOMO MITSUI BANKING CORPORATION, as Documentation Agent, and BANK ONE, NA (Main Office Chicago), as administrative agent. The parties hereto agree as follows:
Waivers and Other Agreements. (a) The General Partner may, in its sole discretion, agree with a Limited Partner to:
Waivers and Other Agreements. 51 Article Page
Waivers and Other Agreements. The Guarantor unconditionally (a) waives any requirement that Bank One, in the event of any default by the Company, first make demand upon, or seek to enforce remedies against, the Company before demanding, payment under or seeking to enforce this Guaranty, (b) covenants that this Guaranty will not be discharged except by full payment of the Guaranteed Obligations, (c) agrees that this Guaranty shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents, or any limitation on the liability of the Company thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Company under or in connection with, any of the Operative Documents, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Company to Bank One which may be required to be returned to the Company or to its representative or to a trustee, custodian or receiver for the Company.
Waivers and Other Agreements. Each Guarantor hereby unconditionally (a) waives any requirement that the Lenders or the Agent, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against the Company before demanding payment under or seeking to enforce this Guaranty, (b) covenants that this Guaranty will not be discharged except by complete performance of all obligations of the Company contained in the Operative Documents, (c) agrees that this Guaranty shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents, or any limitation on the liability of the Company thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Company under or in connection with any of the Operative Documents, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Company to the Lenders or the Agent which may be required to be returned to the Company or to its representative or to a trustee, custodian or receiver for the Company.
Waivers and Other Agreements. This contract shall constitute the entire Purchase and Sale Agreement for the Property between the Seller and the Buyer, all other Purchase and Sale Agreements between Seller and Buyer for the Property, written or verbal, of any kind whatsoever being superseded and replaced by this Agreement. Any party hereto may waive any condition or requirement in favor of said party, or any default or defect in the performance of any other party hereto by giving notice of such waiver in writing to all parties hereto.
Waivers and Other Agreements. Each Guarantor hereby unconditionally (a) waives any requirement that the Banks or the Agent, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against any Borrower before demanding payment under or seeking to
