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 Borrower or the Borrowing Subsidiary 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 Borrower or the Borrowing Subsidiary 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 of the Guaranteed Obligations, or any limitation on the liability of the Borrower or the Borrowing Subsidiary 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 Borrower or the Borrowing Subsidiary 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 Borrower or the Borrowing Subsidiary to the Lenders or the Agent which may be required to be returned to the Borrower or the Borrowing Subsidiary or to its representative or to a trustee, custodian or receiver for the Borrower or the Borrowing Subsidiary.
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 (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 the Company before demanding payment under or seeking to enforce the obligations of the Guarantors hereunder, (b) covenants that the obligations of the Guarantors hereunder will not be discharged except by complete performance of all obligations of the Company contained in this Agreement and the Notes, (c) agrees that the obligations of the Guarantors 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 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 this Agreement or the Notes, and further waives any requirement of notice of acceptance of, or other formality relating to, the obligations of the Guarantors hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Company to the Banks 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. 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:
(i) waive minimums and due dates for Subscriptions, Capital Contributions or interest charged on late Subscriptions or Capital Contributions pursuant to Section 3.01(c);
(ii) waive otherwise applicable withdrawal notice periods pursuant to Section 5.02(a);
(iii) waive Section 4.04 by agreeing to admit a Partner on a date other than at the beginning of the month;
(iv) modify or waive the rights and terms of withdrawal specified in Article V; and
(v) modify or waive any other rights of or terms applicable to such Limited Partner.
(b) The Partners hereto agree that any rights established, or any terms of this Agreement or any Subscription Agreement altered or supplemented, in any agreement with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the other provisions within this Agreement or any Subscription Agreement. The General Partner, on its own behalf or on behalf of the Onshore Partnership, without any further act, approval or vote of any Limited Partner, may enter into side letters or other writings with individual Limited Partners which shall have the effect of establishing rights under, or altering or supplementing, the terms of, this Agreement or of any Subscription Agreement with respect to such Limited Partner. The parties hereto agree that any rights established, or any terms of this Agreement or of any Subscription Agreement altered or supplemented in a side letter or such other writing with a Limited Partner shall govern solely with respect to such Limited Partner (but not any of such Limited Partner’s assignees or transferees unless so specified in such side letter) notwithstanding any other provision of this Agreement. The General Partner shall, in its sole and absolute discretion, be permitted to provide copies of any such side letters or other writings with individual Limited Partners to other Limited Partners. The Partners further acknowledge that the Onshore Partnership and/or the General Partner have similar authority with respect to the terms of the Limited Partners’ investment in the Onshore Partnership (and such persons may agree, among other things, to waive, reduce or calculate differently the fees and allocations borne by a Limited Partner).
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. Each EqualNet Company to the extent of its interest in the Collateral hereby waives and releases any and all right to require the Purchaser to collect any of the Obligations Secured from any specific item or items of the Collateral or from any other collateral security under any theory of marshaling of assets or otherwise, and each EqualNet Company specifically authorizes the Purchaser to apply any item or items of the Collateral in which any EqualNet Company may have any interest against any portion of the Obligations Secured in such manner as the Purchaser may determine in the Purchaser's exclusive discretion. Purchaser is hereby authorized by the EqualNet Companies without any liability to the Purchaser, in its exclusive discretion and without notice to or demand upon any of the EqualNet Companies and without otherwise affecting any of the EqualNet Companies' obligations hereunder, from time to time to take and hold other collateral (in addition to or other than the Collateral itself) for the payment of the Obligations Secured or any part thereof, and to accept and hold any endorsement or guaranty of payment of the Obligations Secured or any part thereof and to release or substitute any endorser or guarantor or any other person granting security for or in any other way obligated upon the Obligations Secured or any part thereof.
Waivers and Other Agreements. 47 SECTION 10.04.
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 Loan 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, GUARANTY AGREEMENT
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.
