Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 4 contracts
Samples: Continuing and Unconditional Guaranty (Analex Corp), Continuing and Unconditional Guaranty (Analex Corp), Continuing and Unconditional Guaranty (Analex Corp)
Waivers by Guarantor. In addition to all waivers expressed in any of the Loan Documents, all of which are incorporated herein by Guarantor:
(a) Guarantor waives hereby waives: (i) presentment, demand, protest and notice of protest, notice of dishonor and of non-payment, notice of acceptance of this Guaranty, and diligence in collection; (ii) notice of any Liabilities the existence, creation, or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment incurring of any Liabilitiesnew or additional Obligations under or pursuant to any of the Loan Documents; (iii) any right to require Lender to proceed against, give notice to, or make demand upon Borrower or any other guarantor; (iv) any right to require Lender to proceed against or exhaust any security or to proceed against or exhaust any security in any particular order; (v) any right to require Lender to pursue any remedy of intent Lender; (vi) any right to acceleratedirect the application of any security held by Lender; (vii) any right of subrogation and any right to enforce any remedy which Lender may have against Borrower, notice of accelerationany right to participate in any security now or hereafter held by Lender, and notice any right to reimbursement from Borrower for amounts paid to Lender by Guarantor; (viii) benefits, if any, of Guarantor under any anti-deficiency statutes or single-action legislation; (ix) any defense arising out of any disability or other defense of Borrower, including bankruptcy, dissolution, liquidation, cessation, impairment, modification, or limitation, from any cause, of any liability of Borrower, or of any remedy for the enforcement of such liability; (x) any statute of limitations affecting the liability of Guarantor hereunder; (xi) any right to plead or assert any election of remedies by Lender; and (xii) any other defenses available to a surety under applicable law.
(b) Guarantor hereby waives its right, under Sections 2845 or 2850 of the California Civil Code or otherwise, to require Lender to institute suit against, or to exhaust any rights and remedies which Lender has or may have against, Borrower or any third party, or against any collateral for the taking of other action Obligations provided by Lender against Borrower, Guarantor or any third party. In this regard, Guarantor agrees that it is bound to the payment of all Obligations, whether now existing or hereafter accruing as fully as if such Obligations were directly owing to Lender by Guarantor. Guarantor further waives any defense arising by reason of any disability or other persondefense (other than the defense that the Obligations shall have been fully and finally performed and indefeasibly paid) of Borrower or by reason of the cessation from any cause whatsoever of the liability of Borrower in respect thereof.
(c) Guarantor hereby waives: (i) any rights to assert against Lender any defense (legal or equitable), set-off, counterclaim or claim which Guarantor may now or at any applicable time hereafter have against Borrower or any other party liable to Lender; (ii) any defense, set-off, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity or enforceability of the Obligations or any security therefor; (iii) any defense Guarantor has to performance hereunder, and any right Guarantor has to be exonerated, provided by Sections 2819, 2822 or 2825 of the California Civil Code or otherwise, arising by reason of: any claim or defense based upon an election of remedies by Lender; the impairment or suspension of Lender’s rights or remedies against Borrower; the alteration by Lender of the Obligations; any discharge of Borrower’s obligations to Lender by operation of law as a result of Lender’s intervention or omission; or the acceptance by Lender of anything in partial satisfaction of the Obligations; (iv) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to Guarantor’s liability hereunder.
(d) Guarantor hereby waives any right of subrogation Guarantor has or may have as against Borrower with respect to the Obligations. In addition, Guarantor hereby waives any right to proceed against Borrower, now or hereafter for contribution, indemnity, reimbursement and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in fullsuretyship rights and claims, all Commitments whether direct or indirect, liquidated or contingent, whether arising under the Credit Agreement have been terminated and no Person express or Governmental Authority shall have any right to request any return implied contract or reimbursement by operation of funds from the Lender in connection with monies received under the Loan Documentslaw, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire have as against Borrower with respect to the Obligations. Guarantor also hereby waives any rights to recourse to or with respect to any asset of Borrower. Guarantor agrees that arises hereunder and/or in light of the immediately foregoing waivers, the execution of this Guaranty shall not be deemed to make Guarantor a “creditor” of Borrower, and that for purposes of Sections 547 and 550 of the Bankruptcy Code Guarantor shall not be deemed a “creditor” of Borrower.
(e) Guarantor waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure (“CCP”) or otherwise. Guarantor acknowledges and agrees that, as a result of the foregoing sentence, Guarantor is knowingly waiving in advance a complete or partial defense to this Guaranty arising under CCP sections 580d or 580a and based upon Lender’s election to conduct a private non-judicial foreclosure sale, even though such election would destroy, diminish or affect Guarantor’s rights of subrogation against Borrower or any other party and Guarantor’s rights to pursue Borrower or such other party for reimbursement contribution, indemnity or otherwise.
(f) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS GUARANTY, GUARANTOR HEREBY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, 2850, 2899 and 3433, CCP SECTIONS 580a, 580b, 580c, 580d AND 726, AND CHAPTER 2 OF TITLE 14 OF THE CALIFORNIA CIVIL CODE.
(g) Guarantor waives all rights and defenses that Guarantor may have because the Borrower’s debt is secured by real property. This means, among other things, (i) Lender may collect from the performance Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower; (ii) if Lender forecloses on any other real property collateral pledged by the Borrower: (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) Lender may collect from the Guarantor, even if Lender, by foreclosing on the real property collateral, has destroyed any right the Guarantor hereunder includingmay have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses the Guarantor may have because the Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. Guarantor understands and agrees that the foregoing waivers are waivers of substantive rights and defenses to which such Guarantor might otherwise be entitled under state and federal law. The rights and defenses waived include, without limitation, any claimthose provided by California laws of suretyship and guaranty, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49anti-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunderdeficiency laws, and the Guaranty herein made shall apply to Uniform Commercial Code. Guarantor acknowledges that such Guarantor has provided these waivers of rights and defenses with the Liabilities and Obligations as so changed, extended, surrendered, realized intention that they be fully relied upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaidby Lender.
Appears in 3 contracts
Samples: Guaranty Agreement (Hemcure Inc), Guaranty Agreement (Hemcure Inc), Guaranty Agreement (Hemcure Inc)
Waivers by Guarantor. (h) Guarantor hereby waives to the fullest extent permitted by applicable law notice of acceptance of this Guaranty, Guaranty and notice of the existence, creation or incurrence of any Liabilities new or Obligations additional liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, demand for paymentperformance, protest, notice of dishonor or nonpayment of any Liabilitiessuch liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender against BorrowerNYSERDA against, Guarantor or any other person, any applicable statute of limitations and any other notice to to, any party liable on any Loan Document thereon (including Guarantor). Until such time as , any other guarantor or Seller) and Guarantor further hereby waives any and all notice of the Liabilities creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice or proof of reliance by NYSERDA upon this Guaranty, and the Guaranteed Obligations shall conclusively be deemed to have been paid created, contracted or incurred, or renewed, extended, amended, modified, supplemented or waived, in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have reliance upon this Guaranty.
(i) Guarantor waives any right to request require NYSERDA to: (i) proceed against Seller, any return other guarantor of the Guaranteed Obligations or reimbursement any other party; (ii) file or enforce a claim in any bankruptcy or other proceeding with respect to any person; and (iii) pursue any remedy in NYSERDA’s power whatsoever. Guarantor waives any and all defenses based on or arising out of funds any defense of Seller, any other guarantor of the Guaranteed Obligations or any other party including, without limitation, (1) defenses arising from the Lender bankruptcy, insolvency, dissolution or liquidation of the Seller, or any injunction, stay or similar action in connection with monies received under any bankruptcy, insolvency or other proceeding barring or limiting payment of any Guaranteed Obligation by the Loan DocumentsSeller; (2) defenses relating to the power or authority of the Seller to enter into the Agreement, each Guarantor also hereby waives any claimand to perform the Guaranteed Obligations thereunder, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy lack or right limitation of subrogation, reimbursement, exoneration, contribution, indemnificationstatus or of power, or participation in any claimincapacity or disability, right of the Seller, or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision other guarantor or obligor in respect of law requiring that Lender exhaust any right or remedyGuaranteed Obligation, or take any actionchange whatsoever in the capital structure, against Borrowerconstitution or business of the Seller; (3) defenses arising from any release or amendment or waiver of, any Guarantoror consent to departure from, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, guarantee or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereofsupport document, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon release or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment non-perfection of any Liability or Obligation of collateral, for any other parties primarily or secondarily liable on any of the Liabilities or ObligationsGuaranteed Obligation; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.and
Appears in 3 contracts
Samples: Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement, Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement, Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement
Waivers by Guarantor. Guarantor waives waives, for the benefit of Seller ------------------------------- (which waivers shall survive until this Guaranty is released or terminated in writing by Seller):
(a) notice of the acceptance of this Guaranty, ; (b) notice of any Liabilities the existence, creation or Obligations incurrence of new and/or additional debt owing from Obligor to which it may apply, Seller; (c) presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of accelerationprotest and demand, and notice of protest, demand, nonpayment, nonperformance and dishonor of any suit and all agreements, notes or the taking other obligations signed, accepted, endorsed or assigned to or by Seller or agreed to between Obligor and Seller; (d) notice of other action by Lender against Borrower, Guarantor adverse change in Obligor's financial condition or any other person, fact which might materially increase the risk of Guarantor; (e) any applicable statute of limitations and any other notice all rights in and notices or demands relating to any party liable on any Loan Document (Equipment, including Guarantor). Until such time as the Liabilities have been paid in fullwithout limitation, all Commitments under rights, notices, advertisements or demands relating, whether directly or indirectly, to the Credit Agreement have been terminated and no Person foreclosure, sale or Governmental Authority shall have other disposition of any right to request any return or reimbursement all such Equipment or the manner of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives such sale or other disposition; (f) any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower the Obligor that arises hereunder and/or from the performance by any other Guarantor hereunder Other Obligor including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Seller against Borrower the Obligor or against any security which Lender Seller now has or hereafter acquiresacquires with respect to the Obligor, whether or not such claim, right or remedy arises in equity, under contractcontract (express or implied), by statute, under common law or otherwise. Guarantor also waives the benefits ; (g) notice of any provision of law requiring that Lender exhaust any right default by Obligor or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with obligated in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of for all or any part thereof portion of Obligor's Indebtedness and notice of any legal proceedings against such parties; (h) any right of contribution from any Other Obligors; (i) notice and hearing as to any prejudgment remedies; (j) any defense which is premised on an alleged lack of consideration of the obligation undertaken by Guarantor, including without limitation, any defense to the payment enforcement of this Guaranty based upon the timing of execution of this Guaranty and/or that the Guaranty had been executed after the execution date of any Liability or Obligation of any other parties primarily or secondarily liable on any of agreements evidencing the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.Indebtedness;
Appears in 2 contracts
Samples: Installment Sale Contract (Meadow Valley Corp), Installment Sale Contract (Meadow Valley Corp)
Waivers by Guarantor. The Guarantor waives notice of acceptance of this Guaranty, notice (i) agrees that the Obligations will be paid and performed strictly in accordance with their respective terms regardless of any Liabilities law, or Obligations to which it may applyany regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Bank with respect thereto, and (ii) except as specifically provided herein, waives presentment, demand for paymentdemand, protest, notice of dishonor or nonpayment of any Liabilitiesacceptance, notice of intent to accelerate, notice of acceleration, Obligations incurred and notice all other notices of any suit or the taking of other action by Lender against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in fullkind, all Commitments under the Credit Agreement have been terminated and no Person defenses that may be available by virtue of any valuation, stay, moratorium law or Governmental Authority shall have other similar law now or hereafter in effect, any right to request any return or reimbursement require the marshalling of funds from assets of the Lender in connection with monies received under Debtor, and all suretyship defenses generally. Without limiting the Loan Documentsgenerality of the foregoing, each the Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited agrees to the provisions of Sections 49-25 and 49-26 any instrument evidencing, securing or otherwise executed by the Debtor in connection with the Financial Accommodation or any Obligation and, except as specifically provided herein, the Guarantor agrees that the Obligations of the Code of Virginia (1950), as amended, Guarantor hereunder shall not be released or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunderdischarged, in whole or in part, and without or otherwise affected by (i) the endorsement failure of the Bank to assert any claim or execution by Guarantor demand or to enforce any right or remedy against the Debtor; (ii) any extensions or renewals of the Financial Accommodation or any Obligation; (iii) any rescissions, waivers, amendments or modifications of any additional consentof the terms or provisions of any agreement evidencing, waiver securing or guaranty: (a) change otherwise executed in connection with the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, Financial Accommodation or any security thereforObligation; (biv) loan additional monies the substitution or extend additional credit to Borrower, with release of the Debtor or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; person primarily or secondarily liable for any Obligation (e) settle or compromise any Liability or Obligation or any security therefor and subordinate other than as a result of the payment of all or any part thereof to the payment Obligations in accordance with the terms and conditions under which the Financial Accommodation was provided); (v) the adequacy of any Liability rights the Bank may have against any collateral or Obligation other means of any other parties primarily or secondarily liable on any obtaining repayment of the Liabilities or Obligations; (fvi) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation the impairment of any other parties primarily collateral securing the Obligations, including the failure to perfect or secondarily liable on preserve any rights the Bank might have in such collateral or the substitution, exchange, surrender, release, loss or destruction of the Liabilities or Obligationsany such collateral; or (gvii) apply any sums from other act or omission that might in any sources manner or to any Liability extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without regard notice to any Liabilities remaining unpaidthe Guarantor.
Appears in 2 contracts
Samples: Guarantor Indemnification Agreement (Tyco International LTD /Ber/), Limited Guaranty (Fibercore Inc)
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Each Guarantor also hereby waives subordinates to Bank any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Bank against Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, property including but not limited to the provisions of Sections 49-25 and 49-26 of the Official Code of Virginia (1950)Georgia ss.10-7-24 and the Official Code of Georgia ss.11-3-601, inclusive, as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunderObligations; however, and the this Guaranty herein made shall apply is limited to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise alteredamount Bank obtains from the Collateral described in paragraph 15 hereof; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 2 contracts
Samples: Limited Guaranty (Horizon Medical Products Inc), Limited Guaranty (Horizon Medical Products Inc)
Waivers by Guarantor. (a) Guarantor hereby waives to the fullest extent permitted by applicable law notice of acceptance of this Guaranty, Guaranty and notice of the existence, creation or incurrence of any Liabilities new or Obligations additional liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, demand for paymentperformance, protest, notice of dishonor or nonpayment of any Liabilitiessuch liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender against BorrowerNYSERDA against, Guarantor or any other person, any applicable statute of limitations and any other notice to to, any party liable on any Loan Document thereon (including Guarantor). Until such time as , any other guarantor or Seller) and Guarantor further hereby waives any and all notice of the Liabilities creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice or proof of reliance by NYSERDA upon this Guaranty, and the Guaranteed Obligations shall conclusively be deemed to have been paid created, contracted or incurred, or renewed, extended, amended, modified, supplemented or waived, in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have reliance upon this Guaranty.
(b) Guarantor waives any right to request require NYSERDA to: (i) proceed against Seller, any return other guarantor of the Guaranteed Obligations or reimbursement any other party; (ii) file or enforce a claim in any bankruptcy or other proceeding with respect to any person; and (iii) pursue any remedy in NYSERDA’s power whatsoever. Guarantor waives any and all defenses based on or arising out of funds any defense of Seller, any other guarantor of the Guaranteed Obligations or any other party including, without limitation, (1) defenses arising from the Lender bankruptcy, insolvency, dissolution or liquidation of the Seller, or any injunction, stay or similar action in connection with monies received under any bankruptcy, insolvency or other proceeding barring or limiting payment of any Guaranteed Obligation by the Loan DocumentsSeller; (2) defenses relating to the power or authority of the Seller to enter into the Agreement, each Guarantor also hereby waives any claimand to perform the Guaranteed Obligations thereunder, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy lack or right limitation of subrogation, reimbursement, exoneration, contribution, indemnificationstatus or of power, or participation in any claimincapacity or disability, right of the Seller, or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision other guarantor or obligor in respect of law requiring that Lender exhaust any right or remedyGuaranteed Obligation, or take any actionchange whatsoever in the capital structure, against Borrowerconstitution or business of the Seller; (3) defenses arising from any release or amendment or waiver of, any Guarantoror consent to departure from, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, guarantee or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereofsupport document, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon release or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment non-perfection of any Liability or Obligation of collateral, for any other parties primarily or secondarily liable on any of the Liabilities or ObligationsGuaranteed Obligation; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.and
Appears in 2 contracts
Samples: Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement, Tier 4 Renewable Energy Certificate Purchase and Sale Agreement
Waivers by Guarantor. Except as prohibited by applicable law, Guarantor waives notice of acceptance of this Guarantyany right to require Lender: (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any Liabilities or Obligations to which it may applykind, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and including notice of any suit nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the taking part of Borrower, Lender, any surety, endorser, or other action guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender against from Borrower, Guarantor any other guarantor, or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor to give notice of the terms, time, and subordinate the payment of all or any part thereof to the payment place of any Liability public or Obligation private sale of personal property security held by Lender from Borrower or to comply with any other parties primarily or secondarily liable on any applicable provisions of the Liabilities or ObligationsUniform Commercial Code; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of to pursue any other parties primarily or secondarily liable on any of the Liabilities or Obligationsremedy within Lender’s power; or (g) apply to commit any sums act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any relief available under valuation and appraisement laws and any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of: (i) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or if permitted by applicable law by exercise of a power of sale; (ii) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (iii) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any sources cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (iv) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (v) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (vi) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. Without limiting the provisions of the last two (2) sentences of Section 2 above, if payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower’s trustee in bankruptcy or to any Liability without regard similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor’s full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any Liabilities remaining unpaidapplicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.
Appears in 2 contracts
Samples: Guaranty (Wsi Industries, Inc.), Guaranty (Wsi Industries, Inc.)
Waivers by Guarantor. Each Guarantor waives acceptance of this Guaranty Agreement, notice of the Secured Obligations, creation thereof, renewal, extension, rearrangement and modification thereof, and of any extension of credit or of any financial accommodation already or hereafter contracted by or extended to Obligor by Administrative Agent and/or Lenders; each Guarantor further waives notice of Administrative Agent’s and Lenders’ acceptance of and reliance on this Guaranty, notice of any Liabilities or Obligations to which it may apply, Guaranty Agreement and each Guarantor further waives presentment, demand for payment, protest, protest and notice of dishonor non-payment or nonpayment of any Liabilitiesdishonor, notice of intent to accelerate, notice accelerate the maturity of acceleration, any of the Secured Obligations and notice of such acceleration and all other notices and demands whatsoever. Each Guarantor further waives any suit or the taking of other action by Lender right each may have to (a) require Administrative Agent and/or Lenders to proceed against Borrower, Guarantor any Obligor or any other personGuarantor, (b) require Administrative Agent and/or Lenders to proceed against or exhaust any applicable statute of limitations and security granted by any Obligor or any other Guarantor, (c) require Administrative Agent and/or Lenders to pursue any other remedy within its power, or (d) require Administrative Agent and/or Lenders to give notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received any remedy against any Property in which Administrative Agent and/or Lenders have a Lien, whether granted by Guarantor, any Obligor or any other Person, including specifically any acceptance of Collateral in lieu of debt. Each Guarantor agrees that all of their obligations under this Guaranty Agreement are independent of the obligations of Obligor under the Loan DocumentsAgreement, the Notes and the Loan Documents and that a separate action may be brought against each Guarantor also hereby whether an action is commenced against any Obligor under the Loan Agreement, the Notes or the Loan Documents. Each Guarantor waives any claimdefense arising by reason of any disability, right lack of organizational authority or remedy which such Guarantor may now have power, or hereafter acquire against Borrower that arises hereunder and/or from the performance by other defense of any Obligor or any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Secured Obligations; (f) release or compromise , and shall remain liable hereon regardless of whether any Liability of Guarantor hereunder Obligor or any Liability or Obligation of other Guarantor be found not liable thereon for any other parties primarily or secondarily liable on reason. Each Guarantor waives any rights and defenses it may have under Section 17.001 of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaidTexas Civil Practice & Remedies Code, Rule 31 of the Texas Rules of Civil Procedure, and Chapter 43 of the Texas Civil Practice and Remedies Code.
Appears in 2 contracts
Samples: Guaranty Agreement (Omega Protein Corp), Guaranty Agreement (Omega Protein Corp)
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or To the taking of other action extent permitted by Lender against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documentslaw, each Guarantor also hereby unconditionally waives and agrees to waive at any claim, right or remedy future time any and all rights which such Guarantor may now have or which now or at any time hereafter acquire against Borrower that arises hereunder and/or may be conferred upon it, by statute, rule of law, regulation or otherwise, to terminate, cancel, quit or surrender this Guarantee. Without limiting the generality of the foregoing, it is agreed that, at any time or from time to time, the performance occurrence or existence of any one or more of the following shall not release, relieve or discharge any Guarantor from liability hereunder, and each Guarantor hereby unconditionally waives and agrees to waive to the extent permitted by applicable law:
(i) notice of any of the matters referred to in Section 1.2 hereof and of any matters which may be referred to in any other Guaranteed Agreement (except any notices to which any Guarantor hereunder is expressly entitled thereunder);
(ii) all notices that may be required by statute, rule of law, regulation or otherwise, now or hereafter in effect, to preserve intact any rights against any Guarantor including, without limitation, any claimdemand, remedy or right presentment and protest, proof of subrogationnotice of non-payment under the Guaranteed Agreements, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits and notice of any provision default or failure on the part of law requiring that Lender exhaust either Charterer to perform and comply with any right covenant, agreement, term or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions condition of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities Guaranteed Agreements;
(iii) the enforcement, assertion or Obligationsexercise against Charterers of any right, power, privilege or remedy conferred in the Guaranteed Agreements or otherwise and any requirement that any Guaranteed Party protect, secure, perfect or insure any security interest or Lien on any property subject thereto;
(iv) any requirement of promptness or diligence on the part of any Person;
(v) any requirement to exhaust any remedies or to mitigate the damages resulting from a default under the Guaranteed Agreements;
(vi) any notice of any sale, transfer or other disposition of any right, title to or interest in any Guaranteed Agreement or any Vessel;
(vii) any filing of claims by any Guaranteed Party with any court in the event of the bankruptcy (or any similar proceeding for the relief of financially distressed debtors) of Charterers; and
(fviii) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, that might otherwise constitute a legal or equitable discharge, release or compromise defense of a guarantor or surety, or that might otherwise limit recourse against any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaidGuarantor.
Appears in 2 contracts
Samples: Guarantee (Teco Energy Inc), Guarantee (Tampa Electric Co)
Waivers by Guarantor. To the extent permitted by law, Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time So long as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have there remains any right to request any return or reimbursement liability of funds from the Lender in connection with monies received under the Loan DocumentsGuarantor hereunder, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Bank of America Virginia [Commercial] -1- Continuing and Unconditional Guaranty 2/96 Guarantor also waives the benefits of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, property including but not limited to the provisions of Sections the Virginia Code Section 49-25 and the Virginia Code Section 49-26 of the Code of Virginia (1950)26, as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 2 contracts
Samples: Continuing and Unconditional Guaranty, Continuing and Unconditional Guaranty (RGC Resources Inc)
Waivers by Guarantor. (a) The Guarantor waives notice of acceptance of this Guarantyhereof, notice of any Liabilities action taken or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of accelerationomitted by the Lender in reliance hereon, and any requirement that the Lender be diligent or prompt in making demands hereunder, giving notice of any suit default by the Borrower or the taking of other action by Lender against Borrower, Guarantor or asserting any other personrights of the Lender hereunder. The Guarantor also irrevocably waives, to the fullest extent permitted by law, all defenses in the nature of suretyship that at any time may be available in respect of Guarantor’s obligations hereunder by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect. GUARANTY [NAME OF GUARANTOR]
(b) Guarantor understands and acknowledges that if Lender forecloses, either by judicial foreclosure or by exercise of power of sale, any applicable statute deed of limitations and trust or mortgage securing the Obligations, that foreclosure could impair or destroy any other notice ability Guarantor may have to any party liable seek reimbursement, contribution, or indemnification from Borrower or others based on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnificationor indemnification for any amounts paid by Guarantor under this Guaranty. Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or participation destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure (“CCP”) as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d. 40 (1968). By executing this Guaranty, Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that Guarantor will be fully liable under this Guaranty even though Lender may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust or mortgage securing the Obligations; (ii) agrees that Guarantor will not assert that defense in any claim, right action or remedy of proceeding Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by Guarantor in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender exhaust this Guaranty include any right or remedydefense Guarantor may have or be entitled to assert based upon or arising out of any one or more of CCP §§ 580a, 580b, 580d, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 726 or Section 2848 of the California Civil Code of Virginia (1950“CC”), as amended, or otherwise. ; and (iv) acknowledges and agrees that Lender may at any time and from time to time (whether before or after revocation or termination of is relying on this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting waiver in creating the obligations of Guarantor hereunder, in whole or in partObligations, and without that this waiver is a material part of the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security consideration therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; .
(c) sell, exchange, release, surrender, realize upon Guarantor agrees not to claim or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged attempt to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising enforce any rights against Borrower and defenses that are or others (including Guarantor) or act or refrain from acting may become available to Guarantor under CC §§2787 to 2855, inclusive, until this Guaranty has terminated as provided in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate Section 8. Guarantor waives the payment of all or any part thereof to the payment benefit of any Liability or Obligation statute of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaidlimitations affecting its liability hereunder.
Appears in 2 contracts
Samples: Credit Agreement (ADESTO TECHNOLOGIES Corp), Credit Agreement (ADESTO TECHNOLOGIES Corp)
Waivers by Guarantor. Except as prohibited by applicable law, Guarantor waives notice of acceptance of this Guarantyany right to require Lender:
(a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any Liabilities or Obligations to which it may applykind, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and including notice of any suit nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the taking part of Borrower, Lender, any surety, endorser, or other action guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender against from Borrower, Guarantor any other guarantor, or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor to give notice of the terms, time, and subordinate the payment of all or any part thereof to the payment place of any Liability public or Obligation private sale of personal property security held by Lender from Borrower or to comply with any other parties primarily or secondarily liable on any applicable provisions of the Liabilities or ObligationsUniform Commercial Code; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of to pursue any other parties primarily or secondarily liable on any of the Liabilities or Obligationsremedy within Lender's power; or (g) apply to commit any sums act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any relief available under valuation and appraisement laws and any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of: (i) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or if permitted by applicable law by exercise of a power of sale; (ii) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (iii) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any sources cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (iv) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (v) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (vi) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. Without limiting the provisions of the last two (2) sentences of Section 2 above, if payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any Liability without regard similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any Liabilities remaining unpaidapplicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.
Appears in 2 contracts
Samples: Guaranty (Wsi Industries, Inc.), Guaranty (Wsi Industries, Inc.)
Waivers by Guarantor. The Guarantor waives notice hereby waives, for the benefit of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guarantyBeneficiaries: (a) change any right to require any Beneficiary, as a condition of payment or performance by the mannerGuarantor, place to (i) proceed against the Borrower or terms the Subsidiary Borrowers, any other guarantor of paymentthe Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower or any Subsidiary Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of the Borrower or any Subsidiary Borrower or any other Person, or change or extend (iv) pursue any other remedy in the time power of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security thereforBeneficiary whatsoever; (b) loan additional monies any defense arising by reason of the incapacity, lack of authority or extend additional credit to Borrowerany disability or other defense of the Borrower or any Subsidiary Borrower including any defense based on or arising out of the illegality, with lack of validity or without security, thereby creating new Liabilities unenforceability of the Guaranteed Obligations or Obligations any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any Subsidiary Borrower from any cause other than payment or performance in full of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise alteredGuaranteed Obligations; (c) sell, exchange, release, surrender, realize any defense based upon any statute or otherwise deal with rule of law which provides that the obligation of a surety must be neither larger in any manner and amount nor in any order any property at any time pledged or mortgaged to secure other respects more burdensome than that of the Liabilities or Obligations and any offset thereagainstprincipal; (d) exercise any defense based upon any Beneficiary’s errors or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting omissions in any other mannerthe administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)
(i) settle any principles or compromise provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any Liability legal or Obligation or any security therefor and subordinate equitable discharge of the payment of all or any part thereof to Guarantor’s obligations hereunder, (ii) the payment benefit of any Liability or Obligation statute of any other parties primarily or secondarily liable on any of limitations affecting the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor Guarantor’s liability hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.enforcement hereof,
Appears in 2 contracts
Samples: Credit Agreement (Hospira Inc), Credit Agreement (Hospira Inc)
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Bank against Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, property including but not limited to the provisions of Sections 49the Virginia Code (S)49-25 and 49the Virginia Code (S)49-26 of the Code of Virginia (1950)26, as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 2 contracts
Samples: Limited Guaranty (CSX Corp), Limited Guaranty (CSX Corp)
Waivers by Guarantor. Guarantor hereby waives to the fullest extent permitted by applicable law notice of acceptance of this Guaranty, Guaranty and notice of the existence, creation or incurrence of any Liabilities new or Obligations additional liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, demand for paymentperformance, protest, notice of dishonor or nonpayment of any Liabilitiessuch liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender against BorrowerNYSERDA against, Guarantor or any other person, any applicable statute of limitations and any other notice to to, any party liable on any Loan Document thereon (including Guarantor). Until such time as , any other guarantor or Seller) and Guarantor further hereby waives any and all notice of the Liabilities creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice or proof of reliance by NYSERDA upon this Guaranty, and the Guaranteed Obligations shall conclusively be deemed to have been paid created, contracted or incurred, or renewed, extended, amended, modified, supplemented or waived, in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have reliance upon this Guaranty. Guarantor waives any right to request require NYSERDA to: (i) proceed against Seller, any return other guarantor of the Guaranteed Obligations or reimbursement any other party; (ii) file or enforce a claim in any bankruptcy or other proceeding with respect to any person; and (iii) pursue any remedy in NYSERDA’s power whatsoever. Guarantor waives any and all defenses based on or arising out of funds any defense of Seller, any other guarantor of the Guaranteed Obligations or any other party including, without limitation, (1) defenses arising from the Lender bankruptcy, insolvency, dissolution or liquidation of the Seller, or any injunction, stay or similar action in connection with monies received under any bankruptcy, insolvency or other proceeding barring or limiting payment of any Guaranteed Obligation by the Loan DocumentsSeller; (2) defenses relating to the power or authority of the Seller to enter into the Agreement, each Guarantor also hereby waives any claimand to perform the Guaranteed Obligations thereunder, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy lack or right limitation of subrogation, reimbursement, exoneration, contribution, indemnificationstatus or of power, or participation in any claimincapacity or disability, right of the Seller, or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision other guarantor or obligor in respect of law requiring that Lender exhaust any right or remedyGuaranteed Obligation, or take any actionchange whatsoever in the capital structure, against Borrowerconstitution or business of the Seller; (3) defenses arising from any release or amendment or waiver of, any Guarantoror consent to departure from, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, guarantee or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereofsupport document, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon release or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment non-perfection of any Liability or Obligation of collateral, for any other parties primarily or secondarily liable on any of the Liabilities or ObligationsGuaranteed Obligation; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.and
Appears in 2 contracts
Samples: Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement, Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Each Guarantor also hereby waives waives, until payment in full of the Liabilities, any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Bank against Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, property including but not limited to the provisions of Sections 49N.C. Gen. Stat. §26-25 and 497 through § 26-26 of the Code of Virginia (1950)9, inclusive, as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 2 contracts
Samples: Continuing and Unconditional Guaranty (Fountain Powerboat Industries Inc), Continuing and Unconditional Guaranty (Fountain Powerboat Industries Inc)
Waivers by Guarantor. The Guarantor agrees that the Obligations will be paid and performed strictly in accordance with their respective terms regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of the rights of the Lessor with respect thereto. The Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for paymentdemand, protest, notice of dishonor or nonpayment of any Liabilitiesacceptance, notice of intent to accelerate, notice of acceleration, Obligations incurred and notice all other notices of any suit or the taking of other action by Lender against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in fullkind, all Commitments under the Credit Agreement have been terminated and no Person defenses which may be available by virtue of any valuation, stay, moratorium law or Governmental Authority shall have other similar law now or hereafter in effect, any right to request any return require the marshaling of assets of the Lessee, and all defenses available to a surety, guarantor or reimbursement accommodation co-obligor. Without limiting the generality of funds from the Lender in connection with monies received under foregoing, the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited agrees to the provisions of Sections 49-25 the Lease and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting agrees that the obligations of the Guarantor hereunderhereunder shall not be released or discharged, in whole or in part, and without or otherwise affected by (i) the endorsement failure of the Lessor to assert any claim or execution by Guarantor demand or to enforce any right or remedy against the Lessee; (ii) any extensions or renewals of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security thereforObligation; (biii) loan additional monies any rescissions, waivers, amendments or extend additional credit to Borrower, with modifications of any of the terms or without security, thereby creating new Liabilities or Obligations provisions of the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise alteredLease; (civ) sell, exchange, release, surrender, realize upon the substitution or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment release of any Liability or Obligation of any other parties entity primarily or secondarily liable on for any Obligation; (v) the adequacy of any rights the Lessor may have against any collateral or other means of obtaining repayment of the Liabilities or Obligations; (fvi) the impairment of any collateral securing the Obligations, including without limitation the failure to perfect or preserve any rights the Lessor might have in such collateral or the substitution, exchange, surrender, release, loss or destruction of any such collateral; or (vii) any other act or omission which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or compromise discharge of the Guarantor, all of which may be done without notice to the Guarantor. No amendment or waiver of any Liability provision of this Guaranty nor consent to any departure by the Guarantor therefrom shall be effective unless put in writing and signed by the Lessor. No failure on the part of the Lessor to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any Liability right hereunder preclude any other or Obligation further exercise thereof or the exercise of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaidright.
Appears in 2 contracts
Samples: Lease Agreement (BioFuel Energy Corp.), Lease Agreement (BioFuel Energy Corp.)
Waivers by Guarantor. Guarantor waives notice waives: (a) to the maximum extent permitted by law, any defense based upon any legal disability of acceptance Tenant, any other guarantor or other person, or by reason of the cessation or limitation of the liability of Tenant from any cause other than full payment and performance of those obligations of Tenant which are guaranteed hereunder; (b) any defense based upon any lack of authority of the officers, directors, partners, managers, members, or agents acting or purporting to act on behalf of Tenant or any principal of Tenant or any defect in the formation of Tenant or any principal of Tenant; (c) any and all rights and defenses arising out of an election of remedies by the Authority; (d) any defense based upon the Authority's failure to disclose to Guarantor any information concerning Tenant's financial condition or any other circumstances bearing on Tenant's ability to pay and perform its obligations under the Lease; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (f) any right of subrogation, any right to enforce any remedy which the Authority may have against Tenant and any right to participate in, or benefit from, any security for the Lease now or hereafter held by the Authority; (g) presentment, demand, protest, and, except as otherwise expressly provided in this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder kind including, without limitation, notice of any claimdefault by Tenant under the Lease; (h) acceptance of this Guaranty by the Authority; (i) any right or claim of right to cause a marshaling of any of the Tenant's assets or the assets of any other party now or hereafter held as security for Tenant's obligations; (j) any exemption of disposable earnings from attachment or garnishment under the Massachusetts General Laws; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Without limiting the generality of the foregoing or any other provision hereof, remedy or right but subject to the provisions of Section 8 below, Guarantor further expressly waives to the extent permitted by law any and all rights and defenses generally available to sureties, including without limitation any rights against Tenant of subrogation, reimbursement, exoneration, indemnification and contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives further agrees that the benefits performance of any provision act or any payment which tolls any statute of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited limitations applicable to the provisions Lease shall similarly operate to toll the statute of Sections 49-25 and 49-26 limitations applicable to Guarantor's liability hereunder. Notwithstanding anything to the contrary set forth in this Guaranty, acts or omissions of the Code of Virginia (1950), as amended, Authority or otherwise. Lender may at its agents that would constitute a defense available to the Tenant against claims made by the Authority under the Lease with respect to any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without Tenant thereunder which are hereby guaranteed shall also constitute a permitted defense to claims made by the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change Authority against the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaidwith respect thereto.
Appears in 1 contract
Samples: General Aviation Facility Lease
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Bank against Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, property including but not limited to the provisions of Sections 49-25 and 49-26 of the Official Code of Virginia Georgia (1950)S)10-7-24 and the Official Code of Georgia (S)11-3-601, inclusive, as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 1 contract
Samples: Limited Guaranty (Worldcom Inc/ga//)
Waivers by Guarantor. Guarantor waives waives, for the benefit of Seller (which waivers shall survive until this Guaranty is released or terminated in writing by Seller): (a) notice of the acceptance of this Guaranty, ; (b) notice of any Liabilities the existence, creation or Obligations incurrence of new and/or additional debt owing from Obligor to which it may apply, Seller; (c) presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of accelerationprotest and demand, and notice of protest, demand, nonpayment, nonperformance and dishonor of any suit and all agreements, notes or the taking other obligations signed, accepted, endorsed or assigned to or by Seller or agreed to between Obligor and Seller; (d) notice of other action by Lender against Borrower, Guarantor adverse change in Obligor’s financial condition or any other person, fact which might materially increase the risk of Guarantor; (e) any applicable statute of limitations and any other notice all rights in and notices or demands relating to any party liable on any Loan Document (Equipment, including Guarantor). Until such time as the Liabilities have been paid in fullwithout limitation, all Commitments under rights, notices, advertisements or demands relating, whether directly or indirectly, to the Credit Agreement have been terminated and no Person foreclosure, sale or Governmental Authority shall have other disposition of any right to request any return or reimbursement all such Equipment or the manner of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives such sale or other disposition; (f) any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower the Obligor that arises hereunder and/or from the performance by any other Guarantor hereunder Other Obligor including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Seller against Borrower the Obligor or against any security which Lender Seller now has or hereafter acquiresacquires with respect to the Obligor, whether or not such claim, right or remedy arises in equity, under contractcontract (express or implied), by statute, under common law or otherwise. Guarantor also waives the benefits ; (g) notice of any provision of law requiring that Lender exhaust any right default by Obligor or remedy, or take any action, against Borrower, any Guarantor, any other person obligated in any manner for all or any portion of Obligor’s Indebtedness and notice of any legal proceedings against such parties; (h) any right of contribution from any Other Obligors; (i) notice and hearing as to any prejudgment remedies; (j) any defense which is premised on an alleged lack of consideration of the obligation undertaken by Guarantor, including without limitation, any defense to the enforcement of this Guaranty based upon the timing of execution of this Guaranty and/or propertythat the Guaranty had been executed after the execution date of any agreements evidencing the Indebtedness; (k) all exemptions and homestead laws; (l) any other demands and notices required by law; (m) all setoffs and counterclaims against Seller and/or Obligor; (n) any defense based on the claim that Guarantor’s liabilities and obligations exceed or are more burdensome than those of Obligor; (o) any defense which the Obligor may assert or be able to assert on the underlying Indebtedness or which may be asserted by Guarantor, including but not limited to the provisions (i) breach of Sections 49-25 warranty, (ii) fraud, (iii) statute of frauds, (iv) infancy, (v) statute of limitations, (vi) lender liability, (vii) accord and 49-26 of the Code of Virginia satisfaction, (1950), as amended, or otherwise. Lender may at any time and from time to time viii) payment and/or (whether before or after revocation or termination of this Guarantyix) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaidusury.
Appears in 1 contract
Samples: Guaranty of Payment Installment Sale Contract (Security Agreement) (Goldfield Corp)
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any LiabilitiesObligations, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor)) . Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Bank against Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability Obligations of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability Obligation without regard to any Liabilities Obligations remaining unpaid.
Appears in 1 contract
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, indemnification or participation in any claim, right or remedy of Lender Bank against Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, Guarantor or any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.or
Appears in 1 contract
Samples: Revolving Credit Agreement (RFS Hotel Investors Inc)
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or To the taking of other action extent permitted by Lender against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documentslaw, each Guarantor also hereby unconditionally waives and agrees to waive at any claim, right or remedy future time any and all rights which such Guarantor may now have or which now or at any time hereafter acquire against Borrower that arises hereunder and/or may be conferred upon it, by statute, rule of law, regulation or otherwise, to terminate, cancel, quit or surrender this Guarantee. Without limiting the generality of the foregoing, it is agreed that, at any time or from time to time, the performance occurrence or existence of any one or more of the following shall not release, relieve or discharge any Guarantor from liability hereunder, and each Guarantor hereby unconditionally waives and agrees to waive to the extent permitted by applicable law:
(i) notice of any of the matters referred to in Section 1.2 hereof and of any matters which may be referred to in any other Guaranteed Agreement (except any notices to which each Guarantor hereunder is expressly entitled thereunder);
(ii) all notices that may be required by statute, rule of law, regulation or otherwise, now or hereafter in effect, to preserve intact any rights against each Guarantor including, without limitation, any claimdemand, remedy or right presentment and protest, proof of subrogationnotice of non-payment under the Guaranteed Agreements, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits and notice of any provision default or failure on the part of law requiring that Lender exhaust Charterer to perform and comply with any right covenant, agreement, term or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions condition of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities Guaranteed Agreements;
(iii) the enforcement, assertion or Obligationsexercise against Charterer of any right, power, privilege or remedy conferred in the Guaranteed Agreements or otherwise and any requirement that any Guaranteed Party protect, secure, perfect or insure any security interest or Lien on any property subject thereto;
(iv) any requirement of promptness or diligence on the part of any Person;
(v) any requirement to exhaust any remedies or to mitigate the damages resulting from a default under the Guaranteed Agreements;
(vi) any notice of any sale, transfer or other disposition of any right, title to or interest in any Guaranteed Agreement or any Vessel;
(vii) any filing of claims by any Guaranteed Party with any court in the event of the bankruptcy (or any similar proceeding for the relief of financially distressed debtors) of Charterer; and
(fviii) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, that might otherwise constitute a legal or equitable discharge, release or compromise defense of a guarantor or surety, or that might otherwise limit recourse against any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaidGuarantor.
Appears in 1 contract
Samples: Guarantee (Teco Energy Inc)
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Bank against Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise, which waiver shall terminate at such time as the Obligations have been paid in full and Bank has no further obligation to lend under the Loan Documents. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 1 contract
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, indemnification or participation in any claim, right or remedy of Lender Bank against Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, Guarantor or any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 1 contract
Samples: Revolving Credit Agreement (RFS Hotel Investors Inc)
Waivers by Guarantor. The obligations of Guarantor under this Agreement shall be performed within five (5) days of written demand therefor, by Xxxxxxx Mac and shall be unconditional irrespective of the genuineness, validity, regularity or enforceability of the Reimbursement Agreement, and without regard to any other circumstance which might otherwise constitute a legal or equitable discharge of a surety, a guarantor, a borrower or a mortgagor. Guarantor (to the fullest extent permitted by law) hereby waives notice the benefit of acceptance all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this GuarantyAgreement and agrees that Guarantor’s obligations shall not be affected by any circumstances, notice whether or not referred to in this Agreement, which might otherwise constitute a legal or equitable discharge of a surety, a guarantor, a borrower or a mortgagor. Guarantor hereby waives the benefits of any Liabilities right of discharge under any and all statutes or Obligations other laws relating to which it may applya guarantor, a surety, a borrower or a mortgagor and any other rights of a surety, a guarantor, a borrower or a mortgagor thereunder. Without limiting the generality of the foregoing, Guarantor hereby waives, to the fullest extent permitted by law, diligence in collecting the Sponsor’s Stabilization Obligations, presentment, demand for paymentpayment (except as expressly set forth herein), protest, all notices with respect to the Reimbursement Agreement and this Agreement which may be required by statute, rule of law or otherwise to preserve Xxxxxxx Mac’s rights against Guarantor under this Agreement, including, but not limited to (except as expressly set forth herein), notice of dishonor or nonpayment acceptance, notice of any Liabilitiesamendment of the Reimbursement Agreement, notice of the occurrence of any default or Event of Default, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of foreclosure, notice of protest, and notice of the incurring by Sponsor of any suit obligation or indebtedness. Guarantor also waives, to the taking of other action fullest extent permitted by Lender against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in fulllaw, all Commitments under rights to require Xxxxxxx Mac to (a) proceed against Sponsor with respect to the Credit Agreement have been terminated and no Person Sponsor’s Stabilization Obligations, or Governmental Authority shall have (b) proceed against or exhaust any collateral held by Xxxxxxx Mac to secure the repayment of the Obligations. Guarantor further waives, to the fullest extent permitted by applicable law, any right to request revoke this Agreement as to any return or reimbursement of funds from the Lender in connection with monies received future advances by Xxxxxxx Mac under the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaidReimbursement Agreement.
Appears in 1 contract
Samples: Stabilization Guaranty, Escrow and Security Agreement (Centerline Holding Co)
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities Liability or Obligations to which it may apply, and waives presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, waiver of notice of intent to accelerate, waiver of notice of acceleration, acceleration and notice of any suit or the taking of other action by Lender Bank against Borrower, . Guarantor or any other person, any applicable statute of limitations person and any other notice to any party liable on any Loan Document thereon (including Guarantor)) and any applicable statute of limitations. Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against the Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender the Bank against the Borrower or against any security which Lender the Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives hereby agrees to waive the benefits of any provision of law requiring that Lender the Bank exhaust any right or remedy, or take any action, against the Borrower, any Guarantor, any other person and/or property, property including but not limited to the provisions of Sections 49-25 and 49-26 of the Official Code of Virginia Georgia (1950)S)10-7-24 and Official Code of Georgia (S)11-3-601, as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing releasing, or otherwise affecting the obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or ; (b) change or extend the time of or renewrenew or alter, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; : (bc) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; : (cd) sell, sell exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (de) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or of refrain from acting in any other manner; (ef) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (fg) release or compromise any Liability liability of Guarantor hereunder or of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (gh) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 1 contract
Samples: Continuing and Unconditional Guaranty (Premiere Technologies Inc)
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as Each Guarantor subordinates to the payment in full of the Liabilities have been paid in fulland the Obligations, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Bank against Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 1 contract
Samples: Continuing and Unconditional Guaranty (Inspire Insurance Solutions Inc)
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, indemnification or participation in any claim, right or remedy of Lender Bank against Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, other guarantor or any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 1 contract
Samples: Revolving Credit Agreement (RFS Hotel Investors Inc)
Waivers by Guarantor. The Guarantor agrees that the Guaranteed Obligations will be paid and performed strictly in accordance with their respective terms regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative/Collateral Agent, the Agents or the Lenders with respect thereto. The Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for paymentdemand, protest, notice of dishonor or nonpayment of any Liabilitiesacceptance, notice of intent to accelerate, notice of acceleration, Guaranteed Obligations incurred and notice all other notices of any suit or the taking of other action by Lender against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in fullkind, all Commitments under the Credit Agreement have been terminated and no Person defenses which may be available by virtue of any valuation, stay, moratorium law or Governmental Authority shall have other similar law now or hereafter in effect, any right to request any return require the marshaling of assets of UACC, either Seller or reimbursement the Servicer, and all suretyship defenses generally. Without limiting the generality of funds from the Lender in connection with monies received under foregoing, the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited agrees to the provisions of Sections 49-25 and 49-26 any instrument evidencing, securing or otherwise executed in connection with any of the Code of Virginia (1950), as amended, Guaranteed Obligations and agrees that the Guaranteed Obligations shall not be released or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunderdischarged, in whole or in part, and without or otherwise affected by (i) the endorsement failure of the Administrative/Collateral Agent, any Agent or execution by Guarantor any of the Lenders to assert any claim or demand or to enforce any right or remedy against UACC, either Seller or the Servicer; (ii) any extensions or renewals of any additional consent, waiver or guaranty: (a) change of the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security thereforGuaranteed Obligations; (biii) loan additional monies any rescissions, waivers, amendments or extend additional credit to Borrowermodifications of any of the terms or provisions of any agreement evidencing, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon securing or otherwise alteredexecuted in connection with the Guaranteed Obligations, including, without limitation, the Transaction Documents; (civ) sell, exchange, release, surrender, realize upon the substitution or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment release of any Liability or Obligation of any other parties entity primarily or secondarily liable on for any obligation of UACC, either Seller or the Servicer under this Agreement or the other Transaction Documents; (v) the adequacy of any rights the Agents, the Lenders or the Administrative/Collateral Agent may have against any collateral or other means of obtaining repayment of the Liabilities or Guaranteed Obligations; (fvi) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation the impairment of any other parties primarily collateral securing the Guaranteed Obligations, including without limitation the failure to perfect or secondarily liable on preserve any rights the Administrative/Collateral Agent, the Agents or the Lenders might have in such collateral or the substitution, exchange, surrender, release, loss or destruction of the Liabilities or Obligationsany such collateral; or (gvii) apply any sums from other act or omission which might in any sources manner or to any Liability extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without regard notice to any Liabilities remaining unpaid.the Guarantor. [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT]
Appears in 1 contract
Samples: Receivables Financing Agreement (United Pan Am Financial Corp)
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as Each Guarantor subordinates to the payment in full of the Liabilities have been paid in fulland the Obligations, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Bank against Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, property including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 1 contract
Samples: Continuing and Unconditional Guaranty (Inspire Insurance Solutions Inc)
Waivers by Guarantor. (f) Guarantor hereby waives to the fullest extent permitted by applicable law notice of acceptance of this Guaranty, Guaranty and notice of the existence, creation or incurrence of any Liabilities new or Obligations additional liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, demand for paymentperformance, protest, notice of dishonor or nonpayment of any Liabilitiessuch liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender against BorrowerNYSERDA against, Guarantor or any other person, any applicable statute of limitations and any other notice to to, any party liable on any Loan Document thereon (including Guarantor). Until such time as , any other guarantor or Seller) and Guarantor further hereby waives any and all notice of the Liabilities creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice or proof of reliance by NYSERDA upon this Guaranty, and the Guaranteed Obligations shall conclusively be deemed to have been paid created, contracted or incurred, or renewed, extended, amended, modified, supplemented or waived, in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have reliance upon this Guaranty.
(g) Guarantor waives any right to request require NYSERDA to: (i) proceed against Seller, any return other guarantor of the Guaranteed Obligations or reimbursement any other party; (ii) file or enforce a claim in any bankruptcy or other proceeding with respect to any person; and (iii) pursue any remedy in NYSERDA’s power whatsoever. Guarantor waives any and all defenses based on or arising out of funds any defense of Seller, any other guarantor of the Guaranteed Obligations or any other party including, without limitation, (1) defenses arising from the Lender bankruptcy, insolvency, dissolution or liquidation of the Seller, or any injunction, stay or similar action in connection with monies received under any bankruptcy, insolvency or other proceeding barring or limiting payment of any Guaranteed Obligation by the Loan DocumentsSeller; (2) defenses relating to the power or authority of the Seller to enter into the Agreement, each Guarantor also hereby waives any claimand to perform the Guaranteed Obligations thereunder, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy lack or right limitation of subrogation, reimbursement, exoneration, contribution, indemnificationstatus or of power, or participation in any claimincapacity or disability, right of the Seller, or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision other guarantor or obligor in respect of law requiring that Lender exhaust any right or remedyGuaranteed Obligation, or take any actionchange whatsoever in the capital structure, against Borrowerconstitution or business of the Seller; (3) defenses arising from any release or amendment or waiver of, any Guarantoror consent to departure from, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, guarantee or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereofsupport document, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon release or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment non-perfection of any Liability or Obligation of collateral, for any other parties primarily or secondarily liable on any of the Liabilities or ObligationsGuaranteed Obligation; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.and
Appears in 1 contract
Samples: Tier 4 Renewable Energy Certificate Purchase and Sale Agreement
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice The Guarantors agree that the Obligations will be paid and performed strictly in accordance with their respective terms regardless of any Liabilities law, regulation or Obligations to which it may apply, order now or hereafter in effect in any jurisdiction affecting any of the rights of the Lessor with respect thereto. The Guarantors waive presentment, demand for paymentdemand, protest, notice of dishonor or nonpayment of any Liabilitiesacceptance, notice of intent to accelerate, notice of acceleration, Obligations incurred and notice all other notices of any suit or the taking of other action by Lender against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in fullkind, all Commitments under the Credit Agreement have been terminated and no Person defenses which may be available by virtue of any valuation, stay, moratorium law or Governmental Authority shall have other similar law now or hereafter in effect, any right to request any return require the marshaling of assets of the Lessee, and all defenses available to a surety, guarantor or reimbursement accommodation co-obligor. Without limiting the generality of funds from the Lender in connection with monies received under foregoing, the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited Guarantors agree to the provisions of Sections 49-25 the Lease and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting agrees that the obligations of Guarantor hereunderthe Guarantors hereunder shall not be released or discharged, in whole or in part, and without or otherwise affected by (i) the endorsement failure of the Lessor to assert any claim or execution by Guarantor demand or to enforce any right or remedy against the Lessee; (ii) any extensions or renewals of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security thereforObligation; (biii) loan additional monies any rescissions, waivers, amendments or extend additional credit to Borrower, with modifications of any of the terms or without security, thereby creating new Liabilities or Obligations provisions of the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise alteredLease; (civ) sell, exchange, release, surrender, realize upon the substitution or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment release of any Liability or Obligation of any other parties entity primarily or secondarily liable on for any Obligation; (v) the adequacy of any rights the Lessor may have against any collateral or other means of obtaining repayment of the Liabilities or Obligations; (fvi) the impairment of any collateral securing the Obligations, including without limitation the failure to perfect or preserve any rights the Lessor might have in such collateral or the substitution, exchange, surrender, release, loss or destruction of any such collateral; or (vii) any other act or omission which might in any manner or to any extent vary the risk of the Guarantors or otherwise operate as a release or compromise discharge of the Guarantors, all of which may be done without notice to the Guarantors. No amendment or waiver of any Liability provision of Guarantor this Guaranty nor consent to any departure by the Guarantors therefrom shall be effective unless put in writing and signed by the Lessor. No failure on the part of the Lessor to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any Liability right hereunder preclude any other or Obligation further exercise thereof or the exercise of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaidright.
Appears in 1 contract
Samples: Unconditional Continuing Guaranty (Safe & Green Holdings Corp.)
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against either Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against either Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Bank against either Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, property including but not limited to the provisions of Sections 49N.C. Gen. Stat. (S)26-25 and 497 through (S)26-26 of the Code of Virginia (1950)9, inclusive, as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: guaranty (in each case, subject to the Limitation): (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrowerthe Borrowers, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against any Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 1 contract
Samples: Limited Guaranty (Rite Aid Corp)
Waivers by Guarantor. The Guarantor agrees that the Guaranteed Obligations will be paid and performed strictly in accordance with their respective terms regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative/Collateral Agent, the Agents or the Lenders with respect thereto. The Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for paymentdemand, protest, notice of dishonor or nonpayment of any Liabilitiesacceptance, notice of intent to accelerate, notice of acceleration, Guaranteed Obligations incurred and notice all other notices of any suit or the taking of other action by Lender against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in fullkind, all Commitments under the Credit Agreement have been terminated and no Person defenses which may be available by virtue of any valuation, stay, moratorium law or Governmental Authority shall have other similar law now or hereafter in effect, any right to request any return require the marshaling of assets of UACC, the Seller or reimbursement the Servicer, and all suretyship defenses generally. Without limiting the generality of funds from the Lender in connection with monies received under foregoing, the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited agrees to the provisions of Sections 49-25 and 49-26 any instrument evidencing, securing or otherwise executed in connection with any of the Code of Virginia (1950), as amended, Guaranteed Obligations and agrees that the Guaranteed Obligations shall not be released or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunderdischarged, in whole or in part, and without or otherwise affected by (i) the endorsement failure of the Administrative/Collateral Agent, any Agent or execution by Guarantor any of the Lenders to assert any claim or demand or to enforce any right or remedy against UACC, the Seller or the Servicer; (ii) any extensions or renewals of any additional consent, waiver or guaranty: (a) change of the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security thereforGuaranteed Obligations; (biii) loan additional monies any rescissions, waivers, amendments or extend additional credit to Borrowermodifications of any of the terms or provisions of any agreement evidencing, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon securing or otherwise alteredexecuted in connection with the Guaranteed Obligations, including, without limitation, the Transaction Documents; (civ) sell, exchange, release, surrender, realize upon the substitution or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment release of any Liability or Obligation of any other parties entity primarily or secondarily liable on for any obligation of UACC, the Seller or the Servicer under this Agreement or the other Transaction Documents; (v) the adequacy of any rights the Agents, the Lenders or the Administrative/Collateral Agent may have against any collateral or other means of obtaining repayment of the Liabilities or Guaranteed Obligations; (fvi) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation the impairment of any other parties primarily collateral securing the Guaranteed Obligations, including without limitation the failure to perfect or secondarily liable on preserve any rights the Administrative/Collateral Agent, the Agents or the Lenders might have in such collateral or the substitution, exchange, surrender, release, loss or destruction of the Liabilities or Obligationsany such collateral; or (gvii) apply any sums from other act or omission which might in any sources manner or to any Liability extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without regard notice to any Liabilities remaining unpaidthe Guarantor.
Appears in 1 contract
Samples: Receivables Financing Agreement (United Pan Am Financial Corp)
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Bank against Borrower or against any security Bank of America Continuing and Unconditional Guaranty North Carolina [Commercial] 2/96 which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise, which waiver shall terminate at such time as the Obligations have been paid in full and Bank has no further obligation to lend under the Loan Documents. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 1 contract
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities Liability or Obligations to which it may apply, and waives presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, waiver of notice of intent to accelerate, waiver of notice of acceleration, acceleration and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations person and any other notice to any party liable on any Loan Document thereon (including Guarantor)) and any applicable statute of limitations. Until such time as payment in full of the Liabilities have been paid in full, all Commitments under and the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan DocumentsObligations, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against the Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender the Bank against the Borrower or against any security which Lender the Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives hereby agrees to waive the benefits of any provision of law requiring that Lender the Bank exhaust any right or remedy, or take any action, against the Borrower, any Guarantor, any other person and/or property, property including but not limited to the provisions of Sections 49-25 the Texas Civil Practice and 49-26 Remedies Code ss. 17.001, Texas Rules of Civil Procedure Rule 31 and the Texas Business and Commerce Code of Virginia (1950)ss. 34.03, as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing releasing, or otherwise affecting the obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or ; (b) change or extend the time of or renewrenew or alter, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (bc) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (cd) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (de) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (ef) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (fg) release or compromise any Liability liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (gh) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 1 contract
Samples: Continuing and Unconditional Guaranty (American Physicians Service Group Inc)
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against either Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against either Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Bank against either Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, property including but not limited to the provisions of Sections 49N.C. Gen. Stat. (S)26-25 and 497 through (S)26-26 of the Code of Virginia (1950)9, inclusive, as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrowerthe Borrowers, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against any Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 1 contract
Samples: Limited Guaranty (Rite Aid Corp)
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Bank against Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, property including but not limited to the provisions of Sections 49-25 and 49-26 of the Official Code of Virginia (1950)Georgia Section10-7-24 and the Official Code of Georgia Section11-3-601, as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
Appears in 1 contract
Samples: Loan Agreement (Cpac Inc)
Waivers by Guarantor. Guarantor waives waives, for the benefit of Caterpillar Financial (which waivers shall survive until this Guaranty is released or terminated in writing by Caterpillar Financial)
(a) notice of the acceptance of this Guaranty, (b) notice of any Liabilities the existence, creation or Obligations incurrence of new and/or additional debt owing from Obligor to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of accelerationCaterpillar Financial; (c) presentment protest and demand, and notice of protest, demand, nonpayment, nonperformance and dishonor of any suit and all agreements, notes or the taking other obligations signed, accepted, endorsed or assigned to or by Caterpillar Financial or agreed to between Obligor and Caterpillar Financial, (d) notice of other action by Lender against Borrower, Guarantor adverse change in Obligor’s financial condition or any other person, fact which might materially increase the risk of Guarantor; (e) any applicable statute of limitations and any other notice all rights in and notices or demands relating to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in fullEquipment, including, without limitation, all Commitments under rights, notices, advertisements or demands relating, whether directly or indirectly, to the Credit Agreement have been terminated and no Person foreclosure, sale or Governmental Authority shall have other disposition of any right to request any return or reimbursement all such Equipment or the manner of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives such sale or other disposition (f) any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower the Obligor that arises hereunder and/or from the performance by any other Guarantor hereunder Other Obligor including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Caterpillar Financial against Borrower the Obligor or against any security which Lender Caterpillar Financial now has or hereafter acquiresacquires with respect to the Obligor, whether or not such claim, right or remedy arises in equity, under contractcontract (express or implied), by statute, under common law or otherwise. Guarantor also waives the benefits , (g) notice of any provision of law requiring that Lender exhaust any right default by Obligor or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with obligated in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of for all or any part thereof portion of Obligor’s indebtedness and notice of any legal proceedings against such parties; (h) any right of contribution from any Other Obligors (i) notice and hearing as to any prejudgment remedies (j) any defense which is premised on an alleged lack of consideration of the obligation undertaken by Guarantor, including without limitation, any defense to the payment enforcement of this Guaranty based upon the timing of execution of this Guaranty and/or that the Guaranty had been executed after the execution date of any Liability or Obligation of agreements evidencing the indebtedness, (k) all exemptions and homestead laws; (l) any other parties primarily or secondarily liable on any of the Liabilities or Obligationsdemands and notices required by law (m) all setoffs and counterclaims against Caterpillar Financial and/or Obligor; (fn) release any defense based on the claim that Guarantor’s liabilities and obligations exceed or compromise are more burdensome than those of Obligor, and (o) subject to the ultimate sentence of Section 5 hereof, any Liability defense which the Obligor may assert or be able to assert on the underlying indebtedness or which may be asserted by Guarantor, including, but not limited, to (i) breach of Guarantor hereunder or any Liability or Obligation warranty, (ii) fraud, (iii) statute of any other parties primarily or secondarily liable on any frauds, (iv) infancy, (v) statute of the Liabilities or Obligations; or limitations, (gvi) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaidlender liability, (vii) accord and satisfaction, (viii) payment and/or (ix) usury.
Appears in 1 contract
Waivers by Guarantor. (i) The Guarantor hereby waives notice any right to require Mortgage Corporation of acceptance America (A) to proceed against or exhaust any Collateral Mortgage Loan(s), (B) to proceed against the Companies, any other guarantor of this Guaranty, notice the obligations of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender against Borrower, Guarantor Companies or any other personPerson, any applicable statute of limitations and (C) to proceed against or exhaust any other notice security held from the Companies and other guarantor of the obligations of the Companies or any other Person, and/or (D) to pursue any party liable remedy whatsoever in the power of Mortgage Corporation of America.
(ii) The Guarantor waives any defense arising by reason of any disability or any other defense of the Companies including, without limitation, (A) any defense based on or arising out of the enforceability of the Obligation(s) of the Companies to Mortgage Corporation of America or by reason of the cessation from any Loan Document cause whatsoever of the liability of the Companies other than payment in full of the Obligation(s), and (including Guarantor). B) to the full extent permitted by law, all defenses, rights and benefits the Guarantor may have under federal law, Michigan law, the law of any other state or territory, or other applicable law.
(iii) Until such time as the Liabilities Obligation(s) shall have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority Guarantor shall have withhold exercise of (A) any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in (B) any claim, right or to enforce any remedy which Mortgage Corporation of Lender against Borrower or against any security which Lender America now has or may hereafter acquireshave against the Companies or (C) any benefit of, whether and any right to participate in, any security now or not such claimhereafter held by Mortgage Corporation of America. The Guarantor hereby waives all set-offs, right or remedy arises in equitycounterclaims, under contractpresentments, by statuteprotests, under common law or otherwise. Guarantor also waives the benefits notices of protests, notices of dishonor, notices of any provision of law requiring that Lender exhaust any right action or remedy, or take any non-action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination acceptance of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing notices of default under the Agreement or otherwise affecting the obligations of Guarantor hereunder, in whole or in partany agreement related thereto, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation notice of any other parties primarily extension of credit to the Companies and any right to deferral or secondarily liable on any modification of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor Guarantor's obligations hereunder or any Liability or Obligation by reason of any bankruptcy, reorganization, arrangement, moratorium or other parties primarily or secondarily liable debtor relief proceeding. Mortgage Corporation of America agrees that at such time as the Obligation(s) has been paid in full and the Agreement has been terminated, Mortgage Corporation of America shall endorse and assign the Notes representing the Obligation(s) to the Guarantor to the extent that the Guarantor has made payment on the Obligation(s), and, in addition, shall assign to the Guarantor any and all rights to any Collateral then held by for payment of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaidObligation(s).
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Samples: Mortgage Warehousing and Security Agreement (Westmark Group Holdings Inc)
Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Bank against Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, property including but not limited to the provisions of Sections 49-25 the Texas Civil Practice and 49-26 Remedies Code §17.001, Texas Rules of Civil Procedure Rule 31 and the Texas Business and Commerce Code of Virginia (1950)Chapter 34, as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
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Waivers by Guarantor. Subject to Section 2 hereof, Guarantor hereby waives (a) notice of acceptance any default hereunder and any default, breach or nonperformance or any Default or Event of Default with respect to any of the Guaranteed Rent under the Leases, (b) demand for performance or observance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights or remedies against Tenants, under or pursuant to the Leases, or any agreement directly or indirectly relating thereto and any requirements of diligence or promptness on the part of Landlords in connection therewith, and (c) to the extent Guarantors lawfully may do so, any and all demand and notices of every kind and description with respect to the foregoing or which may be required to be given by any statute or rule of law and, subject to Section 16 hereof, any defense of any kind which it may now or hereafter have with respect to this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit the Leases or the taking of other action by Lender against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseGuaranteed Rent guaranteed hereunder. Guarantor also waives agrees that the benefits of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability liability of Guarantor hereunder shall in no way be affected, diminished, or released by (i) any Liability forbearance or Obligation indulgence which may be granted to a Tenant (or to any successor thereto or to any Person which shall have assumed the obligations thereof) under the Lease, except if such forbearance or indulgence amends, alters, modifies or otherwise affects the amount of Rent or the Tenant’s obligation to pay the Rent and, in such event only to the extent of such effect on the amount of Rent or Tenant’s obligation to pay the Rent, (ii) any waiver or amendment of any other parties primarily term, covenant or secondarily liable condition in the Leases, except if such waiver or amendment amends, alters, modifies or otherwise affects the amount of Rent or the Tenant’s obligation to pay the Rent and, in such event only to the extent of such effect on any the amount of Rent or Tenant’s obligation to pay the Liabilities or Obligations; Rent or (giii) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaidthe acceptance of additional security.
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Waivers by Guarantor. Guarantor waives waives: (a) notice of acceptance of this Guaranty, notice Guaranty and all notices or demands of any Liabilities or Obligations kind to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder be entitled, including, without limitation, any claimall demands of payment and notice of default, remedy or right of subrogationnon-payment, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 protest and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility dishonor to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies any right to require Guaranteed Parties to (i) proceed against Operator LP or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of (ii) pursue any other remedy which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise alteredGuaranteed Parties may have; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstANY AND ALL RIGHT TO A JURY TRIAL IN ANY ACTUAL PROCEEDING BASED HEREON; (d) exercise to the fullest extent permitted under applicable law, any and all defenses, counterclaims or refrain from exercising setoffs which Guarantor may now have, or hereafter may have, with respect to defenses, counterclaims or setoffs relating to or arising out of: (i) the due execution and delivery of this Guaranty, (ii) any rights defense, counterclaim or setoff which Guarantor may now have, or hereafter may have, against Borrower Operator LP (or others any entity related to Operator LP), (including Guarantoriii) any defense, cause of action, counterclaim or act setoff which Guarantor may now have, or refrain from acting hereafter may have against any other party liable to the Guaranteed Parties in any manner (iv) any and all suretyship or other mannerdefenses in the nature thereof; (e) settle or compromise any Liability or Obligation or any security therefor all rights of contribution and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligationssubrogation which it may have against Operator LP; (f) release any rights to approve or compromise consent to any Liability of Guarantor hereunder future amendment, extension, termination or any Liability or Obligation of any other parties primarily or secondarily liable on any of modification to the Liabilities or ObligationsAgreement; or and (g) apply any sums from failure by the Guaranteed Parties to inform Guarantor of any sources facts the Guaranteed Parties may now or hereafter know about Operator LP or the Agreement, it being understood and agreed that Guarantor has and will maintain knowledge of and is familiar with Operator LP’s financial condition and business affairs, and that the Guaranteed Parties have no duty so to any Liability without regard to any Liabilities inform, and that Guarantor is fully responsible for being and remaining unpaidinformed by, Operator LP bearing on this Guaranty.
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Waivers by Guarantor. Guarantor waives waives, for the benefit of Seller ------------------------------- (which waivers shall survive until this Guaranty is released or terminated in writing by Seller):
(a) notice of the acceptance of this Guaranty, ; (b) notice of any Liabilities the existence, creation or Obligations incurrence of new and/or additional debt owing from Obligor to which it may apply, Seller; (c) presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of accelerationprotest and demand, and notice of protest, demand, nonpayment, nonperformance and dishonor of any suit and all agreements, notes or the taking other obligations signed, accepted, endorsed or assigned to or by Seller or agreed to between Obligor and Seller; (d) notice of other action by Lender against Borrower, Guarantor adverse change in Obligor's financial condition or any other person, fact which might materially increase the risk of Guarantor; (e) any applicable statute of limitations and any other notice all rights in and notices or demands relating to any party liable on any Loan Document (Equipment, including Guarantor). Until such time as the Liabilities have been paid in fullwithout limitation, all Commitments under rights, notices, advertisements or demands relating, whether directly or indirectly, to the Credit Agreement have been terminated and no Person foreclosure, sale or Governmental Authority shall have other disposition of any right to request any return or reimbursement all such Equipment or the manner of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives such sale or other disposition; (f) any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower the Obligor that arises hereunder and/or from the performance by any other Guarantor hereunder Other Obligor including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Seller against Borrower the Obligor or against any security which Lender Seller now has or hereafter acquiresacquires with respect to the Obligor, whether or not such claim, right or remedy arises in equity, under contractcontract (express or implied), by statute, under common law or otherwise. Guarantor also waives the benefits ; (g) notice of any provision of law requiring that Lender exhaust any right default by Obligor or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with obligated in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of for all or any part thereof portion of Obligor's Indebtedness and notice of any legal proceedings against such parties; (h) any right of contribution from any Other Obligors; (i) notice and hearing as to any prejudgment remedies; (j) any defense which is premised on an alleged lack of consideration of the obligation undertaken by Guarantor, including without limitation, any defense to the payment enforcement of this Guaranty based upon the timing of execution of this Guaranty and/or that the Guaranty has been executed after the execution date of any Liability or Obligation of any other parties primarily or secondarily liable on any of agreements evidencing the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.Indebtedness;
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Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities and Obligations have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender full in connection with monies received under the Loan Documentscash, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Bank against Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations Obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefortherefor provided that none of the foregoing will increase the obligations of the Guarantor hereunder in excess of the amounts set forth in paragraph 1; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise alteredaltered provided that none of the foregoing will increase the obligations of the Guarantor hereunder in excess of the amounts set forth in paragraph 1; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
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Waivers by Guarantor. The Guarantor waives hereby expressly waives, to the extent permitted by Applicable Law: (a) notice of acceptance of this Guaranty, (b) notice of the existence or creation of all or any Liabilities or Obligations to which it may applyof the Guarantied Obligations, (c) presentment, demand for paymentdemand, notice of dishonor, protest, notice and all other notices whatsoever, (d) all diligence in collection or protection of dishonor or nonpayment realization upon the Guarantied Obligations or any part thereof, any obligation hereunder, or any security for any of the foregoing and (e) all rights of subrogation, indemnification, contribution and reimbursement against the Borrower, all rights to enforce any remedy the Guarantied Parties, or any of them, may have against the Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Guarantied Parties, or any of them, in respect of the Guarantied Obligations, until payment in full of the Guarantied Obligations. Any money received by the Guarantor in violation of this Section 9 shall be held in trust by the Guarantor for the benefit of the Guarantied Parties. If a claim is ever made upon the Guarantied Parties, or any of them, for the repayment or recovery of any Liabilities, notice amount or amounts received by any of intent to accelerate, notice of acceleration, and notice them in payment of any suit of the Guarantied Obligations and such Person repays all or the taking part of other action such amount by Lender against Borrowerreason of (a) any judgment, Guarantor decree, or order of any court or administrative body having jurisdiction over such Person or any other personof its property, or (b) any applicable statute good faith settlement or compromise of limitations and any other notice to such claim effected by such Person with any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in fullclaimant, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, the Borrower, then in such event the Guarantor agrees that any claimsuch judgment, remedy or right of subrogationdecree, reimbursementorder, exoneration, contribution, indemnificationsettlement, or participation in compromise shall be binding upon the Guarantor, notwithstanding any claim, right revocation hereof or remedy of Lender against Borrower or against any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor also waives the benefits cancellation of any provision of law requiring that Lender exhaust promissory note or other instrument evidencing any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunderGuarantied Obligations, and the Guaranty herein made Guarantor shall apply be and remain obligated to such Person hereunder for the amount so repaid or recovered to the Liabilities and Obligations same extent as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaidif such amount had never originally been received by such Person.
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Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Lender Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Until such time as the Liabilities have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lender in connection with monies received under the Loan Documents, each Each Guarantor also hereby waives subordinates to the claims, rights and remedies of Bank any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Bank against Borrower or against any security which Lender Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Each Guarantor agrees that such Guarantor will not exercise any claim, right or remedy against Borrower unless and until all Liabilities have been paid in full. Guarantor also waives the benefits of any provision of law requiring that Lender Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, property including but not limited to the provisions of Sections 49-25 the Texas Civil Practice and 49-26 Remedies Code 17.001, Texas Rules of Civil Procedure Rule 31 and the Texas Business and Commerce Code of Virginia (1950)Chapter 34, as amended, or otherwise. Lender Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunderGuarantor, in whole or in part, and without the endorsement indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainstthere against; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or ObligationsLiabilities; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or ObligationsLiabilities; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.
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Samples: Continuing and Unconditional Guaranty (Jayhawk Acceptance Corp)
Waivers by Guarantor. Guarantor waives waives, for the benefit of Seller -------------------------------- (which waivers shall survive until this Guaranty is released or terminated in writing by Seller):
(a) notice of the acceptance of this Guaranty, ; (b) notice of any Liabilities the existence, creation or Obligations incurrence of new and/or additional debt owing from Obligor to which it may apply, Seller; (c) presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of accelerationprotest and demand, and notice of protest, demand, nonpayment, nonperformance and dishonor of any suit and all agreements, notes or the taking other obligations signed, accepted, endorsed or assigned to or by Seller or agreed to between Obligor and Seller; (d) notice of other action by Lender against Borrower, Guarantor adverse change in Obligor's financial condition or any other person, fact which might materially increase the risk of Guarantor; (e) any applicable statute of limitations and any other notice all rights in and notices or demands relating to any party liable on any Loan Document (Equipment, including Guarantor). Until such time as the Liabilities have been paid in fullwithout limitation, all Commitments under rights, notices, advertisements or demands relating, whether directly or indirectly, to the Credit Agreement have been terminated and no Person foreclosure, sale or Governmental Authority shall have other disposition of any right to request any return or reimbursement all such Equipment or the manner of funds from the Lender in connection with monies received under the Loan Documents, each Guarantor also hereby waives such sale or other disposition; (f) any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower the Obligor that arises hereunder and/or from the performance by any other Guarantor hereunder Other Obligor including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender Seller against Borrower the Obligor or against any security which Lender Seller now has or hereafter acquiresacquires with respect to the Obligor, whether or not such claim, right or remedy arises in equity, under contractcontract (express or implied), by statute, under common law or otherwise. Guarantor also waives proceedings against such parties; (h) any right of contribution from any Other Obligors; (i) notice and hearing as to any prejudgment remedies; (j) any defense which is premised on an alleged lack of consideration of the benefits obligation undertaken by Guarantor, including without limitation, any defense to the enforcement of this Guaranty based upon the timing of execution of this Guaranty and/or that the Guaranty had been executed after the execution date of any provision of law requiring that Lender exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property, including but not limited to agreements evidencing the provisions of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, or otherwise. Lender may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor hereunder, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or Obligations and any offset thereagainst; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.Indebtedness;
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