Waivers by Guarantor. Each Guarantor hereby waives (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signs, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Borrower Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns in favor of the Borrower or any other Person; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Borrower Obligations; (c) 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 other respects more burdensome than that of the principal; (d) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and (ii) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default, notices of any renewal, extension or modification of the Borrower Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 and any right to consent to any thereof (in each case, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by the Loan Documents).
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Engility Holdings, Inc.)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of -------------------- Beneficiaries:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerCompany, any other guarantor (including any other Guarantor) of the Borrower Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerCompany, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower Company or any other Person; , or (iv) pursue any other remedy in the power of any Beneficiary whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Company (other than the Borrower or any other Guarantor expiration of applicable statute of limitations) including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Company from any cause other than payment in full of the Borrower Guarantied Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon any Beneficiary's errors or omissions in the administration of the Guarantied Obligations, except behavior which amounts to gross negligence, wilful misconduct or bad faith;
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor's obligations hereunder, (ii) any rights to set-offs, recoupments and counterclaims, and (iiiii) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Credit Agreement, the Lender Interest Rate Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Company and notices of any of the matters referred to in Section 2.1 subsection 2.4 and any right to consent to any thereof thereof; and
(in each caseg) any defenses (other than expiration of statutes of limitations) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guaranty.
Appears in 1 contract
Waivers by Guarantor. Each The Guarantor hereby waives waives, for the benefit of Beneficiaries: (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such the Guarantor, to (i) proceed against the BorrowerBorrower or the Subsidiary Borrowers, any other guarantor (including any other Guarantor) of the Borrower 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 or Person, (iii) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower or any Subsidiary Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor Subsidiary Borrower including any defense based on or arising out of the illegality, lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Subsidiary Borrower from any cause other than payment in full of the Borrower Guaranteed Obligations; (c) 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 other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of the Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the any Subsidiary Borrower and notices of any of the matters referred to in Section 2.1 7.2 and any right to consent to any thereof thereof; and (in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.
Appears in 1 contract
Samples: Credit Agreement (Hospira Inc)
Waivers by Guarantor. Each Guarantor The Company hereby waives with respect to -------------------- the Guarantied Obligations, for the benefit of the Banks and the Agents:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsAgent or any Bank, as a condition of payment or performance by such Guarantorthe Company, to (i) proceed against the BorrowerMedis, any other guarantor (including any other Guarantor) of the Borrower Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerMedis, any such other guarantor of the Guarantied Obligations or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Agent or any Bank in favor of the Borrower Medis or any other Person; , or (iv) pursue any other remedy in the power of any Agent or any Bank whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including Medis including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Medis from any cause other than indefeasible payment in full of the Borrower Guarantied Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon any Agent's or any Bank's errors or omissions in the administration of the Guarantied Obligations, except behavior which amounts to bad faith;
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of the Company's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Company's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iiiv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Agent or any Bank protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under this Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Medis and notices of any of the matters referred to in Section 2.1 8.2 and any right to consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by this Guaranty, including without limitation the Loan Documents)provisions of California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2846, 2850, 2899 and 3433.
Appears in 1 contract
Samples: Credit Agreement (McKesson Hboc Inc)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Beneficiaries:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerCompany, any other guarantor (including any other Subsidiary Guarantor) of the Borrower Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerCompany, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower Company or any other Person; , or (iv) pursue any other remedy in the power of any Beneficiary whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Company from any cause other than payment in full of the Borrower Guarantied Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon any Beneficiary's errors or omissions in the administration of the Guarantied Obligations, except behavior which amounts to bad faith;
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iiiv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Credit Agreement, the Lender Interest Rate Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Company and notices of any of the matters referred to in Section 2.1 subsection 2.4 and any right to consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guaranty.
Appears in 1 contract
Samples: Credit Agreement (DMW Worldwide Inc)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of -------------------- Beneficiaries:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerCompany, any other guarantor (including any other Guarantor) of the Borrower Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerCompany, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower Company or any other Person; , or (iv) pursue any other remedy in the power of any Beneficiary whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Company from any cause other than payment in full of the Borrower Guarantied Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon any Beneficiary's errors or omissions in the administration of the Guarantied Obligations, except behavior which amounts to bad faith;
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iiiv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Note Purchase Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Company and notices of any of the matters referred to in Section 2.1 subsection 2.3 and any right to consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except or which may conflict with the terms of this Guaranty, including without limitation the provisions of Nevada Revised Statutes Sections 40.430- 40.459, 40.475 and 40.485 as permitted by Nevada Revised Statutes Section 40.495, and any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by the Loan Documents)successor provisions.
Appears in 1 contract
Samples: Guaranty (Sahara Gaming Corp)
Waivers by Guarantor. Each Guarantor hereby waives expressly waives, to the extent permitted by applicable law: (a) any right to require any notice of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signs, as a condition acceptance of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Borrower Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns in favor of the Borrower or any other Personthis Guaranty; (b) any defense arising by reason notice of the incapacity, lack existence or creation of authority all or any disability or other defense of the Borrower Obligations; (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever; (d) all diligence in collection or any other Guarantor including any defense based on protection of or arising out of realization upon the lack of validity or the unenforceability of the Borrower Obligations or any agreement part thereof, any obligation hereunder, or instrument relating thereto or by reason any security for any of the cessation of foregoing; and (e) until the liability of the Borrower or any other Guarantor from any cause other than indefeasible payment in full of the Borrower Obligations; Obligations (c) other than contingent indemnification obligations not then due or asserted and only including the Banking Services Obligations to the extent due and payable as of the date of such payment), the termination, expiration or Cash Collateralization of all Letters of Credit, the termination of all Secured Hedging Agreements and the termination of all Commitments, all rights of subrogation, indemnification, contribution and reimbursement against any defense based upon Obligor, all rights to enforce any statute or rule of law which provides remedy that the obligation Secured Parties, or any of a surety must be neither larger them, may have against any Obligor and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Secured Parties, or any of them, in amount nor in other respects more burdensome than that respect of the principal; (d) (i) Obligations. Any money received by any principles or provisions Guarantor in violation of law, statutory or otherwise, which are or might this Section 11 shall be held in conflict with trust by such Guarantor for the terms hereof and (ii) promptness, diligence and any requirement that any benefit of the Secured Parties and their respective permitted successorsParties. If a claim is ever made upon the Secured Parties, indorsees, transferees and assigns protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (e) noticesof them, demands, presentments, protests, notices of protest, notices of dishonor and notices for the repayment or recovery of any action amount or inaction, including acceptance hereof, notices amounts received by any of default, notices of any renewal, extension or modification of the Borrower Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices them in payment of any of the matters referred Obligations and such Person repays all or part of such amount by reason of any judgment, decree, or order of any court or administrative body having jurisdiction over such Person or any of its property, or any good faith settlement or compromise of any such claim effected by such Person with any such claimant, including, without limitation, any Obligor, then in such event the Guarantors agree that any such judgment, decree, order, settlement, or compromise shall be binding upon the Guarantors, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any of the Obligations, and the Guarantors shall be and shall remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Person (but only to the extent of the guaranty of Guaranteed Indebtedness set forth in Section 2.1 and any right to consent to any thereof (in each case, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by the Loan Documents2 hereof).
Appears in 1 contract
Waivers by Guarantor. Each Parent Guarantor hereby waives waives, for the benefit of Banks and Agent:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsAgent or Banks, as a condition of payment or performance by such Parent Guarantor, to (i) proceed against the either Borrower, any other guarantor (including any other Guarantor) of the Borrower Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the any Borrower, any such other guarantor of the Guarantied Obligations or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Bank in favor of the either Borrower or any other Person; , or (iv) pursue any other remedy in the power of Agent or any Bank whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the either Borrower or any other Guarantor including including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the either Borrower or any other Guarantor from any cause other than indefeasible payment in full of the Borrower Guarantied Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon Agent's or any Bank's errors or omissions in the administration of the Guarantied Obligations other than such errors or omission arising from Agent's or any such Bank's gross negligence or willful misconduct;
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of Parent Guarantor's guaranty of the Guarantied Obligations and any legal or equitable discharge of Parent Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Parent Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iiiv) promptness, diligence and any requirement that Agent or any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Bank protect, secure, perfect or insure any security interest or lien or any property subject thereto; and and
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof Parent Guarantor's guaranty of the Guarantied Obligations hereunder, notices of defaultdefault under this Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 and any right to consent to any thereof (in each case, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by the Loan Documents).to
Appears in 1 contract
Samples: Credit Agreement (Stormedia Inc)
Waivers by Guarantor. Each The Guarantor hereby 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 such terms or the rights of the Noteholders with respect thereto. The Guarantor waives (a) promptness, diligences, presentment, demand, protest, notice of acceptance, notice of any Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of Apparel or any other entity or other person primarily or secondarily liable with respect to any of the Secured Parties Obligations, and their respective permitted successors, indorsees, transferees and as-signs, as a condition of payment or performance by such Guarantor, to (i) proceed against all suretyship defenses generally. Without limiting the Borrower, any other guarantor (including any other Guarantor) generality of the Borrower Obligations foregoing, the Guarantor agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Obligation and discharged, in whole or in part, or otherwise affected by (a) the failure of the Noteholders to assert any claim or demand or to enforce any right or remedy against Apparel or any other Person, (ii) proceed against entity or exhaust any security held from the Borrower, any such other guarantor person primarily or any other Person or (iii) proceed against or have resort secondarily liable with respect to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns in favor of the Borrower or any other PersonObligations; (b) any defense arising by reason extensions, compromise, refinancing, consolidation or renewals of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Borrower ObligationsObligation; (c) any defense based upon change in the time, place or manner of payment of any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principalObligations or any rescissions, waivers, compromise, refinancing, consolidation or other amendments or modifications of any of the terms of provisions of the Securities Purchase Agreement, the Notes, or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (d) the addition, substitution or release of any entity or other person primarily or secondarily liable for any Obligation; (e) the adequacy of any rights which the Noteholders may have against any collateral security or other means of obtaining repayment of any of the Obligations; (f) the impairment of any collateral (other than accounts receivable) securing any of the Obligations, including without limitation the failure to perfect or preserve any rights which the Noteholders might have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security; or (g) 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 discharge of any Guarantor, all of which may be done without notice to the Guarantor. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of (i) any principles "one action" or provisions "anti-deficiency" law which would otherwise prevent either Noteholder from bringing any action, including any claim for a deficiency, or exercising any other right or remedy (including any right of lawset-off), statutory against the Guarantor before or after such Noteholder's commencement or completion of any foreclosure action, whether judicially, by exercise of power of sale or otherwise, which are or might be in conflict with the terms hereof and (ii) promptness, diligence and any requirement that other law which in any other way would otherwise require any election of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default, notices of any renewal, extension or modification of the Borrower Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 and any right to consent to any thereof (in each case, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required remedies by the Loan Documents)Noteholders.
Appears in 1 contract
Samples: Guaranty (Baker J Inc)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Administrative Agent and Lenders: (a) any right to require Administrative Agent and/or any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsLender, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, Company or any other guarantor (including any other Guarantor) of the Borrower Obligations Loan Party or any other Person, (ii) proceed against or exhaust any security held from the BorrowerCompany, any such other guarantor Loan Party or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of Administrative Agent and/or any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender in favor of the Borrower Company, any such other Loan Party or any other Person, or (iv) pursue any other remedy in the power of Administrative Agent or any Lender whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Company or any such other Guarantor Loan Party, including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Company or any such other Guarantor Loan Party from any cause other than the (i) indefeasible payment in full full, in Cash, of the Borrower ObligationsGuaranteed Obligations (other than contingent and un-asserted indemnification and expense reimbursement claims) and (ii) that no Event of Default shall have occurred and then be continuing; (c) any defense based upon any statute or rule of law Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Administrative Agent’s or any Lender’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith or willful misconduct; (e)
(i) any principles or provisions of lawLaw, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that Administrative Agent or any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender protect, secure, perfect or insure any security interest or lien Lien or any property subject thereto; and (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Company and notices of any of the matters referred to in Section 2.1 3 above and any right to consent to any thereof thereof; and (in each caseg) any defenses or benefits that may be derived from or afforded by Law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.
Appears in 1 contract
Samples: Guaranty (FS Energy & Power Fund)
Waivers by Guarantor. Each Guarantor hereby waives for the benefit of Lessor:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsLessor, as a condition of payment or performance by such Guarantor, Guarantor to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Borrower Obligations Lessee or any other Person, (ii) proceed against or exhaust any security held from the BorrowerLessee, any such other guarantor or any other Person Person, or (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns in favor of the Borrower or pursue any other Person; remedy in the power of Lessor whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including Lessee including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Obligations or any agreement or instrument relating thereto or by reason of the cessation from any cause of the liability of the Borrower or any other Guarantor from any cause Lessee other than indefeasible payment and performance in full of the Borrower Obligations; ;
(c) 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 other respects more burdensome than that of the principal; , or based upon Lessor's errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith;
(d) any (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty, any legal or equitable discharge of its obligations hereunder and the benefit of any statute of limitations affecting its liability hereunder or the enforcement hereof, (ii) rights to set-offs, recoupments and counterclaims, (iii) rights to deferral or modification of Guarantor's obligations hereunder by reason of any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, (iv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lessor protect, secure, perfect or insure any security interest or lien or any property subject thereto, or exhaust any right or take any action against Lessee, any other Person, the Airship or any collateral; and and
(e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Lease or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Obligations or any agreement related thereto, notices of any other extension of credit to the Borrower Lessee and notices of any of the matters referred to in Section 2.1 2.2 and any right to consent to any thereof (in each case, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by the Loan Documents)thereof.
Appears in 1 contract
Samples: Guaranty (Airship International LTD)
Waivers by Guarantor. Each The Guarantor hereby waives waives, for the benefit of Beneficiaries: (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such the Guarantor, to (i) proceed against the BorrowerBorrower or the Subsidiary Borrowers, any other guarantor (including any other Guarantor) of the Borrower 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 or Person, (iii) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower or any Subsidiary Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor Subsidiary Borrower including any defense based on or arising out of the illegality, lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Subsidiary Borrower from any cause other than payment in full of the Borrower Guaranteed Obligations; (c) 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 other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of the Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the any Subsidiary Borrower and notices of any of the matters referred to in Section 2.1 7.2 and any right to consent to any thereof thereof; and (in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.
Appears in 1 contract
Samples: Credit Agreement (Hospira Inc)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Collateral Agent and Secured Parties: (a) any right to require Collateral Agent and/or any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsParty, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, Company or any other guarantor (including any other Guarantor) of the Borrower Obligations Obligor or any other Person, (ii) proceed against or exhaust any security held from the BorrowerCompany, any such other guarantor Obligor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of Collateral Agent and/or any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Party in favor of the Borrower Company, any such other Obligor or any other Person, or (iv) pursue any other remedy in the power of Collateral Agent or any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Company or any such other Guarantor Obligor, including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Company or any such other Guarantor Obligor from any cause other than (i) the payment in full full, in Cash, of the Borrower ObligationsGuaranteed Obligations (other than contingent and unasserted indemnification and expense reimbursement claims) and (ii) that no Event of Default shall have occurred and then be continuing; (c) 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 other respects more burdensome than that of the principal; (d) any defense based upon Collateral Agent’s or any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except such defenses as are available to any Obligor under the Guarantee and Security Agreement; (e) (i) any principles or provisions of lawLaw, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that Collateral Agent or any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Party protect, secure, perfect or insure any security interest or lien Lien or any property subject thereto; and (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Company and notices of any of the matters referred to in Section 2.1 4 above and any right to consent to any thereof thereof; and (in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.
Appears in 1 contract
Samples: Guaranty (FS Energy & Power Fund)
Waivers by Guarantor. Each Guarantor hereby waives (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signs, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Borrower Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns in favor of the Borrower or any other Person; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor guarantor, or the cessation from any cause whatsoever (including any defense based on act or arising out omission of the lack of validity or the unenforceability of the Borrower Obligations or any agreement or instrument relating thereto or by reason of the cessation Lender) of the liability of the Borrower Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or any other Guarantor from any cause other are more burdensome than payment in full those of the Borrower ObligationsBorrower; (c) any defense based upon the benefit of any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principallimitations affecting such Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Lender ‘s power whatsoever; (ie) any principles or provisions benefit of law, statutory or otherwise, which are or might be in conflict with the terms hereof and (ii) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns protect, secure, perfect or insure right to participate in any security interest now or lien or any property subject theretohereafter held by the Lender; and (ef) noticesto the fullest extent permitted by law, demandsany and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, presentmentsdemands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of any action acceptance of this Guaranty or inaction, including acceptance hereof, notices of default, notices of any renewal, extension or modification of the Borrower Obligations existence, creation or any agreement related thereto, notices incurrence of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 and any right to consent to any thereof (in each case, except any notice required by a non-waivable Requirement of Law new or notices otherwise expressly required by the Loan Documents)additional Obligations.
Appears in 1 contract
Samples: Credit Agreement (Liberty Property Limited Partnership)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Beneficiaries:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerCompany, any other guarantor (including any other Guarantor) of the Borrower Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerCompany, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower Company or any other Person; , or (iv) pursue any other remedy in the power of any Beneficiary whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Company from any cause other than payment in full of the Borrower Guarantied Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon any Beneficiary's errors or omissions in the administration of the Guarantied Obligations, except behavior which amounts to bad faith, gross negligence or willful misconduct;
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor's obligations hereunder, (ii) any rights to set-offs, recoupments and counterclaims, and (iiiii) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Credit Agreement, the Interest Rate Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Company and notices of any of the matters referred to in Section 2.1 subsection 2.4 and any right to consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guaranty.
Appears in 1 contract
Waivers by Guarantor. Each The Guarantor hereby waives waives, for the benefit of the Lender:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsLender, as a condition of payment or performance by such the Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the Borrower Obligations or any other Person, (ii) proceed against or exhaust any security held from the any Borrower, any such other guarantor of the Obligations or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender in favor of the any Borrower or any other Person; , or (iv) pursue any other remedy in the power of the Lender whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Borrower Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon the Lender's errors or omissions in the administration of the Obligations;
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of the Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to setoffs, recoupments and counterclaims, and (iiiv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Resale Agreement or the Credit Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 2.3 and any right to consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate Guarantor or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guaranty.
Appears in 1 contract
Samples: Subsidiary Guaranty (Covad Communications Group Inc)
Waivers by Guarantor. (a) Each Guarantor hereby waives to the fullest extent permitted by applicable law notice of acceptance of this Guaranty and notice of the existence, creation or incurrence of any new or additional liability to which it may apply, and, except with respect to such Guarantor’s right to receive written demand as expressly set forth in Section 1(a) above, waives promptness, diligence, presentment, demand of payment, demand for performance, protest, notice of dishonor or nonpayment of any such liabilities, suit or taking of other action by NYSERDA against, and any other notice to, any party liable thereon (aincluding such Guarantor, any other guarantor or Grant Recipient) and each Guarantor further hereby waives any and all notice of the 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 created, contracted or incurred, or renewed, extended, amended, modified, supplemented or waived, in reliance upon this Guaranty.
(b) Subject to the limitations set forth in Section 1(a) and 1(b) above (and, for the avoidance of doubt, Article V of the Grant Agreement), each Guarantor waives: (i) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signs, as a condition of payment or performance by such Guarantor, NYSERDA to (i) proceed against the BorrowerGrant Recipient, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Personparty, and (ii) proceed against any defense based on or exhaust arising out of any security held from the Borrowerdefense of Grant Recipient, any such other guarantor of the Guaranteed Obligations or any other Person or (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successorsparty, indorseesincluding, transferees and assigns in favor of the Borrower or any other Person; (b) any defense arising by reason of the incapacitywithout limitation, lack of authority or any disability or other defense of the Borrower or any other Guarantor including any defense based on or arising out of the lack disability of validity Grant Recipient, any other guarantor of the Guaranteed Obligations or any other party, or the unenforceability of the Borrower Guaranteed Obligations or any agreement part thereof from any cause, or instrument relating thereto or by reason of the cessation from any cause of the liability of Grant Recipient, other than (A) payment in full in cash or other defeasance of the Borrower Guaranteed Obligations, or (B) any defenses available to the Grant Recipient under the Grant Agreement for failure to perform its obligations thereunder. NYSERDA may, at its election, exercise any right or remedy it may expressly have under the Grant Agreement against Grant Recipient or any other party without affecting or impairing in any way the liability of any Guarantor from any cause other than payment hereunder except to the extent the Guaranteed Obligations have been paid in full in cash. Except to the extent that the Guaranteed Obligations have been paid, each Guarantor waives any defense arising out of any such election by NYSERDA, even though such election operates to impair or extinguish any right of reimbursement, contribution, indemnification or subrogation or other right or remedy of such Guarantor against Grant Recipient, any other guarantor of the Borrower Obligations; Guaranteed Obligations or any other party or any security.
(c) any defense based Each Guarantor has knowledge and assumes all responsibility for being and keeping itself informed of Grant Recipient’s affairs and assets and of all other circumstances bearing upon any statute or rule the likelihood of law which provides that events giving rise to NYSERDA’s right to retain the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that amounts of the principal; Remaining Capital Contribution in accordance with the terms of the Grant Agreement, and has adequate means to obtain from Grant Recipient on an ongoing basis information relating thereto and Grant Recipient’s ability to perform its obligations under the Grant Agreement, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as this Guaranty is in effect.
(d) (i) any principles or provisions Each Guarantor warrants and agrees that each of law, statutory or otherwise, which are or might be the waivers set forth in conflict Section 2 and in this Section 4 is made with the terms hereof full knowledge of its significance and (ii) promptness, diligence consequences and any requirement that if any of the Secured Parties and their respective permitted successorssuch waivers are determined to be contrary to any applicable law or public policy, indorsees, transferees and assigns protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default, notices of any renewal, extension or modification of the Borrower Obligations or any agreement related thereto, notices of any extension of credit such waivers shall be effective only to the Borrower and notices of any of the matters referred to in Section 2.1 and any right to consent to any thereof (in each case, except any notice required maximum extent permitted by a non-waivable Requirement of Law or notices otherwise expressly required by the Loan Documents)applicable law.
Appears in 1 contract
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Beneficiaries:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantorof the Subsidiary Guarantors) of the Borrower Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower or any other Person; , or (iv) pursue any other remedy in the power of any Beneficiary whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Borrower Guarantied Obligations; ;
(c) any defense based upon any statute or rule of law which that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; ;
(d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith;
(i) any principles or provisions of law, statutory or otherwise, which that are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iiiv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demandsdemands (other than as specifically set forth herein), presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Credit Agreement, the Lender Interest Rate Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 6 and any right to consent to any thereof thereof; and
(in each caseg) to the fullest extent permitted by law, except any notice required defenses or benefits that may be derived from or afforded by a non-waivable Requirement law that limit the liability of Law or notices otherwise expressly required by exonerate guarantors or sureties, or that may conflict with the Loan Documents)terms of this Guaranty.
Appears in 1 contract
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Noteholders:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsNoteholders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, Company or any other guarantor (including any other Guarantor) of the Borrower Obligations Subsidiary Guarantor or any other Person, (ii) proceed against or exhaust any security held from the Borrower, Company or any such other guarantor Subsidiary Guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Noteholder in favor of the Borrower Company or any Subsidiary Guarantor or any other Person; , or (iv) pursue any other remedy in the power of any Noteholder whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Company or any other Subsidiary Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Company or any other Subsidiary Guarantor from any cause other than payment in full of the Borrower Guaranteed Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon any Noteholder's errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith;
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iiiv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Noteholder protect, secure, perfect or insure any security interest or lien Lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under any Note Document, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Company or any Subsidiary Guarantor and notices of any of the matters referred to in Section 2.1 subsection 2.4 and any right to consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guaranty.
Appears in 1 contract
Samples: Guaranty (Inmac Corp)
Waivers by Guarantor. Each To the fullest extent permitted by law, the Guarantor hereby waives and agrees not to assert or take advantage of:
(a) any Any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signs, as a condition of payment Collateral Agent or performance by such Guarantor, Administrative Agent to (i) proceed against the Borrower, Access Phase 2, any other guarantor (including any other Guarantor) of the Borrower Obligations Loan Party or any other Person, (ii) Person or to proceed against or exhaust any security held from by the Borrower, Collateral Agent at any such other guarantor time or to pursue any other Person remedy in the Collateral Agent’s or (iii) proceed against Administrative Agent’s power or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns in favor of the Borrower or under any other Person; agreement before proceeding against the Guarantor hereunder;
(b) The defense of the statute of limitations in any action hereunder;
(c) Any defense arising that may arise by reason of the incapacity, lack of authority authority, death or disability of any disability other Person or other defense Persons or the failure of the Borrower Collateral Agent or Administrative Agent to file or enforce a claim against the estate (in administration, bankruptcy or any other Guarantor including proceeding) of any defense based on other Person or arising out Persons;
(d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of validity or any thereof, including, without limiting the unenforceability generality of the Borrower Obligations or any agreement or instrument relating thereto or by reason foregoing, notice of the cessation existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the liability Borrower, Access Phase 2, any other Loan Party, the Collateral Agent, the Administrative Agent, any endorser or creditor of the Borrower Borrower, Access Phase 2, any other Loan Party or of the Guarantor or on the part of any other Person whomsoever under this or any other Guarantor from instrument in connection with any cause other than payment in full obligation or evidence of Indebtedness held by the Borrower Obligations; Collateral Agent or the Administrative Agent;
(ce) any Any defense based upon any statute an election of remedies by the Collateral Agent or rule of law which provides that the obligation of Administrative Agent;
(f) Any right or claim or right to cause a surety must be neither larger in amount nor in other respects more burdensome than that marshalling of the principal; assets of the Guarantor;
(dg) (i) any principles Any principle or provisions provision of law, statutory or otherwise, which are is or might be in conflict with the terms hereof and provisions of this Agreement;
(iih) promptnessAny duty on the part of the Collateral Agent or any Related Parties to disclose to the Guarantor any facts such Persons may now or hereafter know about the Borrower, diligence and Access Phase 2, any requirement that other Loan Party, or any of the Secured Guarantor’s other Subsidiaries, regardless of whether the Collateral Agent or the Administrative Agent has reason to believe that any such facts materially increase the risk beyond that which the Guarantor intends to assume or has reason to believe that such facts are unknown to the Guarantor or has a reasonable opportunity to communicate such facts to the Guarantor, it being understood and agreed that the Guarantor is fully responsible for being and keeping informed of the financial condition of the Borrower, Access Phase 2, each of the other Loan Parties and their respective permitted successors, indorsees, transferees each of the Guarantor’s other Subsidiaries and assigns protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action and all circumstances bearing on the risk that liability may be incurred by the Guarantor hereunder;
(i) Any lack of notice of disposition or inaction, including acceptance hereof, notices of default, notices manner of disposition of any renewalCollateral;
(j) Any invalidity, extension irregularity or modification of the Borrower Obligations unenforceability, in whole or any agreement related theretoin part, notices of any extension one or more of credit to the Borrower and notices of any of the matters referred to in Section 2.1 and any right to consent to any thereof (in each case, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by the Loan Documents);
(k) To the fullest extent permitted by law, lack of commercial reasonableness in dealing with the Collateral;
(l) Any deficiencies in the Collateral for the Term Loans or any deficiency in the ability of the Collateral Agent or the Administrative Agent to collect or to obtain performance from any Persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed;
(m) Any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of the Borrower, Access Phase 2, or any other Loan Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of the Collateral Agent or Administrative Agent to enforce any of its respective rights, whether now or hereafter required, which the Collateral Agent or Administrative Agent may have against the Guarantor or the Collateral;
(n) Any modifications of the Loan Documents or any obligation of the Borrower, Access Phase 2 or any other Loan Party relating to the Term Loans by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and
(o) Any action, occurrence, event or matter consented to by the Guarantor under Section 5(h) hereof, under any other provision hereof, or otherwise.
Appears in 1 contract
Samples: Limited Recourse Guaranty Agreement (Cinedigm Digital Cinema Corp.)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Beneficiaries:
(a) any right to require Guarantied Party or any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerValhi, any other guarantor (including any other Guarantor) of the Borrower Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerValhi, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower Valhi or any other Person; , or (iv) pursue any other remedy in the power of Guarantied Party or any Beneficiary whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including Valhi including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Valhi from any cause other than payment in full of the Borrower Guarantied Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon Guarantied Party's or any Beneficiary's errors or omissions in the administration of the Guarantied Obligations, except behavior which amounts to bad faith;
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iiiv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Loan Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Valhi and notices of any of the matters referred to in Section 2.1 subsection 2.3 and any right to consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guaranty.
Appears in 1 contract
Samples: Guaranty (Valhi Inc /De/)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Beneficiaries:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerCompany, any other guarantor (including any other Guarantor) of the Borrower Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerCompany, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower Company or any other Person; , or (iv) pursue any other remedy in the power of any Beneficiary whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Company from any cause other than payment in full of the Borrower Guarantied Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon any Beneficiary's errors or omissions in the administration of the Guarantied Obligations, except behavior which amounts to bad faith;
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iiiv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Note Purchase Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Company and notices of any of the matters referred to in Section 2.1 subsection 2.3 and any right to consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except or which may conflict with the terms of this Guaranty, including without limitation the provisions of Nevada Revised Statutes Sections 40.430- 40.459, 40.475 and 40.485 as permitted by Nevada Revised Statutes Section 40.495, and any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by the Loan Documents)successor provisions.
Appears in 1 contract
Samples: Guaranty (Santa Fe Gaming Corp)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Lender:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsLender, as a condition of payment or performance by such Guarantor, to (i) proceed against the either Borrower, any other guarantor (including any other Guarantor) of the Borrower Obligations Indebtedness or any other Person, person; (ii) proceed against or exhaust any security held from the any Borrower, any such other guarantor or any other Person or person; (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender in favor of the any Borrower or any other Personperson; or (iv) pursue any other remedy in the power of Lender whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the any Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Obligations Indebtedness or any agreement or instrument relating thereto or by reason of the cessation of the liability of the any Borrower or any other Guarantor from any cause other than payment in full of the Borrower Obligations; Indebtedness;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon Lender’s errors or omissions in the administration of the Indebtedness, except behavior which amounts to bad faith, recklessness, or willful misconduct; and
(e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor’s obligations hereunder; (ii) any rights to set-offs, recoupments and counterclaims; and (iiiii) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Master Loan Agreement, the other Bank Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Obligations Indebtedness or any agreement related thereto, notices of any extension of credit to the any Borrower and notices of any of the matters referred to in Section 2.1 2.6 and any right to consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate Guarantor or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guaranty.
Appears in 1 contract
Samples: Continuing Guaranty (Air T Inc)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Secured Parties: (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsParty, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Party in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full occurrence of the Borrower ObligationsTermination Date; (c) 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 other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith or willful misconduct; (e)
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of Guarantor’s obligations hereunder (other than the occurrence of the Termination Date), (ii) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder, the Guaranteed Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 2.4 and any right to consent to any thereof thereof; and (in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.
Appears in 1 contract
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of the Guaranty Beneficiaries:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsGuaranty Beneficiaries, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Guaranty Beneficiaries in favor of the Borrower or any other Person; , or (iv) pursue any other remedy in the power of any Guaranty Beneficiaries whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Borrower Guaranteed Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon any Guaranty Beneficiaries’ errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith;
(i) any principles or provisions of lawLaw, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Guaranty Beneficiaries protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder, or under any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 and any right to consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by Law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.
Appears in 1 contract
Samples: Line of Credit, Guarantee and Security Agreement (Blue Dolphin Energy Co)
Waivers by Guarantor. Each Except as specifically provided to the contrary in this Agreement, Guarantor hereby waives waives, for the benefit of the Trustee, the Custodial Agent, MBIA and the Holders:
(a) any right to require any of the Secured Parties and their respective permitted successorsTrustee, indorseesthe Custodial Agent, transferees and as-signsMBIA or the Holders, as a condition of payment or performance by such Guarantor, to (i) except as otherwise provided in the Deposit and Disbursement Agreement, proceed against the BorrowerBPL, MHLP, any other guarantor (including any other Guarantor) of or party liable for the Borrower Obligations Guaranteed Obligations, or any other Personperson or entity, (ii) proceed against or exhaust any security held from the BorrowerBPL, MHLP, any such other guarantor of or other party liable for the Guaranteed Obligations, or any other Person Person, or (iii) proceed against or have resort to pursue any balance of any deposit account or credit on other remedy in the books of any power of the Secured Parties and their respective permitted successorsTrustee, indorseesthe Custodial Agent, transferees and assigns in favor of MBIA or the Borrower or Holders whatsoever against any other Person; ;
(b) any defense arising Guarantor may have based upon any election of remedies by the Trustee, the Custodial Agent, MBIA or the Holders which destroys Guarantor's subrogation rights or rights to proceed against BPL, MHLP or any other Person for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of the incapacityany rights, lack powers or remedies of authority BPL or MHLP in connection with any disability or other defense of the Borrower anti-deficiency laws or any other Guarantor including any defense based on laws limiting, qualifying or arising out of the lack of validity discharging BPL's or the unenforceability of the Borrower Obligations MHLP's indebtedness or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Guarantor's remedies against RPL, MHLP or any other Guarantor from any cause other than payment in full of the Borrower Obligations; Person;
(c) any defense based upon any statute the acts or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that omissions of the principal; (d) Trustee, the Custodial Agent, MBIA or the Holders in the administration of the Guaranteed Obligations, including but not limited to any act or omission which directly or indirectly results in or contributes to the discharge of any of the Guaranteed Obligations;
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Agreement and any legal or equitable discharge of Guarantor's obligations hereunder, (ii) any rights to offsets or recoupments and (iiiii) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successorsTrustee, indorseesthe Custodial Agent, transferees and assigns MBIA or the Holders, protect, secure, perfect or insure any security interest or lien Lien or any property subject thereto; and ;
(e) noticesnotices (except those expressly provided for in this Agreement), demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Agreement, notices of default, notices of any renewal, extension or modification of the Borrower Obligations or any agreement or instrument related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 2.2 and any right to consent to any thereof thereof; and
(in each casef) to the fullest extent permitted by Applicable Law, except any notice required defenses or benefits that may be derived from or afforded by a non-waivable Requirement Applicable Law which limit the liability of Law or notices otherwise expressly required by exonerate guarantors or sureties, or which may conflict with the Loan Documents)terms of this Agreement.
Appears in 1 contract
Samples: Guaranty and Pledge Agreement (Arison Micky 1994 B Trust)
Waivers by Guarantor. Each Guarantor hereby waives (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signs, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Borrower Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns in favor of the Borrower or any other Person; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor guarantor, or the cessation from any cause whatsoever (including any defense based on act or arising out omission of the lack of validity or the unenforceability of the Borrower Obligations Agent or any agreement or instrument relating thereto or by reason of the cessation Lender) of the liability of the Borrower Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or any other Guarantor from any cause other are more burdensome than payment in full those of the Borrower ObligationsBorrower; (c) any defense based upon the benefit of any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principallimitations affecting such Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Agent’s or any Lender’s power whatsoever; (ie) any principles or provisions benefit of law, statutory or otherwise, which are or might be in conflict with the terms hereof and (ii) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns protect, secure, perfect or insure right to participate in any security interest now or lien hereafter held by the Agent or any property subject theretoLender; and (ef) noticesto the fullest extent permitted by law, demandsany and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, presentmentsdemands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of any action acceptance of this Guaranty or inaction, including acceptance hereof, notices of default, notices of any renewal, extension or modification of the Borrower Obligations existence, creation or any agreement related thereto, notices incurrence of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 and any right to consent to any thereof (in each case, except any notice required by a non-waivable Requirement of Law new or notices otherwise expressly required by the Loan Documents)additional Obligations.
Appears in 1 contract
Samples: Credit Agreement (Liberty Property Limited Partnership)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Polyphase: --------------------
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsPolyphase, as a condition of payment or performance by such Guarantor, to (iI) proceed against the BorrowerCompany, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Personperson or entity, (ii) proceed against or exhaust any security held from the BorrowerCompany, any such other guarantor of the Guaranteed Obligations or any other Person person or entity, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Polyphase in favor of the Borrower Company or any other Person; person or entity, or (iv) pursue any other remedy in the power of Polyphase whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Company from any cause other than payment in full of the Borrower Guaranteed Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon Polyphase's errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to gross negligence or willful misconduct as determined by a court of competent jurisdiction;
(i) any principles principals or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments or counterclaims, and (iiiv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Polyphase protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof the Guaranty, notices of defaultdefault under the Master Loan Agreement or Note or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Company and notices of any of the matters referred to in Section 2.1 1.2 and any right to ------------ consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guaranty.
Appears in 1 contract
Samples: Guaranty (Polyphase Corp)
Waivers by Guarantor. Each Except for the rights conferred under subsection 1.2 and subject to subsections 3.4 and 3.6, Guarantor hereby waives (a) waives, for the benefit of Beneficiaries: any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerCompany, any other guarantor (including any other Guarantor) of the Borrower Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerCompany, any such other guarantor or any other Person or (iii) Person, proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower Company or any other Person, or pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Company or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Obligations or any agreement or instrument relating thereto (including, without limitation, the Equity Contribution Agreement) or by reason of the cessation of the liability of the Borrower or any other Guarantor Company from any cause other than payment in full of the Borrower Guaranteed Obligations; (c) 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 other respects more burdensome than that of the principal; (d) (i) any defense based upon any Beneficiary's errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and (ii) any legal or equitable discharge of Guarantor's obligations hereunder, the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof, any rights to set-offs, recoupments and counter claims, and promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder, the Interest Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 Company and any right to consent to any thereof (in each casethereof; and any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.
Appears in 1 contract
Samples: Limited Guarantee Agreement (Flag Telecom Holdings LTD)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of the Administrative Agent and each Lender:
(a) any right to require the Administrative Agent or any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsLender, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerQualified Borrowers, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or (iii) proceed against or have resort to any balance of any deposit account or credit on the books of the Administrative Agent or any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender in favor of the Borrower Qualified Borrowers or any other Person; , or (iii) pursue any other remedy in the power of the Administrative Agent or any Lender whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor Qualified Borrowers including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Qualified Borrowers from any cause other than payment in full of the Borrower Guaranteed Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon the Administrative Agent’s or any Lender’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith, gross negligence or willful misconduct;
(e) (i) to the extent permitted by law, any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor’s obligations hereunder, (ii) promptnessthe benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (eiii) any rights to set-offs, recoupments and counterclaims;
(f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Loan Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Qualified Borrowers and notices of any of the matters referred to in Section 2.1 4 above and any right to consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate Guarantor or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guaranty.
Appears in 1 contract
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Lender:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsLender, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Personperson, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor of the Guaranteed Obligations or any other Person or person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender in favor of the Borrower or any other Person; person, or (iv) pursue any other remedy in the power of Lender whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Borrower Guaranteed Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon Lender's errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to gross negligence or willful misconduct as determined by a court of competent jurisdiction;
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor's liabilities hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iiiv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Promissory Note or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 subsection 2.3 and any right to consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guaranty.
Appears in 1 contract
Samples: Guaranty (Uici)
Waivers by Guarantor. Each The Guarantor hereby waives the following solely with respect to its payment obligations under this Guaranty:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBank, as a condition of payment or performance by such the Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Borrower Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Bank in favor of the Borrower Borrower, any guarantor or any other Person; , or (iv) pursue any other remedy in the power of the Bank whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guarantied Obligations or any agreement or instrument relating thereto Loan Document or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Borrower Guarantied Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon the Bank's errors or omissions in the administration of the Guarantied Obligations, except behavior which amounts to bad faith or result in incorrect recordkeeping with respect to the amount of the Guarantied Obligations that is due and owing;
(e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of the Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iiiv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Bank protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) other than a notice of demand required in section 3.3 above, notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Loan Agreement or other Loan Documents, notices of any renewal, extension or modification of the Borrower Guarantied Obligations or any agreement related theretoLoan Document, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 section 3.3 and any right to consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate the Guarantor or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guaranty.
Appears in 1 contract
Waivers by Guarantor. Each The Guarantor hereby waives waives, for the benefit of Beneficiaries: (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such the Guarantor, to (i) proceed against the BorrowerBorrower or the Subsidiary Borrowers, any other guarantor (including any other Guarantor) of the Borrower 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 or Person, (iii) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower or any Subsidiary Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor Subsidiary Borrower including any defense based on or arising out of the illegality, lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Subsidiary Borrower from any cause other than payment in full of the Borrower Guaranteed Obligations; (c) 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 other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of the Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the any Subsidiary Borrower and notices of any of the matters referred to in Section 2.1 7.2 and any right to consent to any thereof thereof; and (in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.
Appears in 1 contract
Samples: Credit Agreement (Hospira Inc)
Waivers by Guarantor. Each The Guarantor hereby waives waives, for the benefit of Beneficiaries: (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such the Guarantor, to (i) proceed against the BorrowerBorrower or the Subsidiary Borrowers, any other guarantor (including any other Guarantor) of the Borrower 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 or Person, (iii) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower or any Subsidiary Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor Subsidiary Borrower including any defense based on or arising out of the illegality, lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Subsidiary Borrower from any cause other than payment in full of the Borrower Guaranteed Obligations; (c) 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 other respects more burdensome than that of the principal; (d) upon
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of the Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the any Subsidiary Borrower and notices of any of the matters referred to in Section 2.1 7.2 and any right to consent to any thereof thereof; and (in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.
Appears in 1 contract
Samples: Credit Agreement (Hospira Inc)
Waivers by Guarantor. Each The Guarantor hereby waives waives, to the extent permitted by applicable law, for the benefit of the Secured Parties: (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsParty, as a condition of payment or performance by such the Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the any Borrower, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Party in favor of the any Borrower or any other Person, or (iv) pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the any Borrower or any other Guarantor Person including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the any Borrower or any other Guarantor Person from any cause other than payment Payment in full Full of the Borrower Guaranteed Obligations; (c) 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 other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith, gross negligence or willful misconduct (as determined in a final and non-appealable judgment by a court of competent jurisdiction); (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of the Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ef) except as expressly set forth herein, all notices, demands, presentments, protests, notices of protest, notices of dishonor or non-payment, notices or proof of reliance, and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Borrowers and notices of any of the matters referred to in Section 2.1 10.03 and any right to consent to any thereof thereof; and (in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.
Appears in 1 contract
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Beneficiaries: (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerCompany, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerCompany, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower Company or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Company or any other Guarantor Person including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Company or any other Guarantor from any cause other than payment in full of the Borrower Guaranteed Obligations; (c) 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 other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Company and notices of any of the matters referred to in Section 2.1 7.3 and any right to consent to any thereof thereof; and (in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (U S Energy Systems Inc)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Beneficiaries: (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantorthe Parent) of the Borrower Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor guarantor from any cause other than payment in full of the Borrower Guaranteed Obligations; (c) 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 other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary's errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder, the Hedging Contracts or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 5 and any right to consent to any thereof thereof; and (in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.
Appears in 1 contract
Samples: Limited Guaranty (Tekoil & Gas Corp)
Waivers by Guarantor. Each Guarantor hereby waives (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signs, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Borrower Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns in favor of the Borrower or any other Person; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor guarantor, or the cessation from any cause whatsoever (including any defense based on act or arising out omission of the lack of validity or the unenforceability of the Borrower Obligations or any agreement or instrument relating thereto or by reason of the cessation Lender) of the liability of the Borrower Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or any other Guarantor from any cause other are more burdensome than payment in full those of the Borrower ObligationsBorrower; (c) any defense based upon the benefit of any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principallimitations affecting such Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Lender ’s power whatsoever; (ie) any principles or provisions benefit of law, statutory or otherwise, which are or might be in conflict with the terms hereof and (ii) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns protect, secure, perfect or insure right to participate in any security interest now or lien or any property subject theretohereafter held by the Lender; and (ef) noticesto the fullest extent permitted by law, demandsany and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, presentmentsdemands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of any action acceptance of this Guaranty or inaction, including acceptance hereof, notices of default, notices of any renewal, extension or modification of the Borrower Obligations existence, creation or any agreement related thereto, notices incurrence of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 and any right to consent to any thereof (in each case, except any notice required by a non-waivable Requirement of Law new or notices otherwise expressly required by the Loan Documents)additional Obligations.
Appears in 1 contract
Samples: Credit Agreement (Liberty Property Limited Partnership)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of the --------------------- Beneficiaries:
(a) any Any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such Guarantor, to (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the Obligations and/or the Indebtedness, Borrower Obligations or any other Person, (ii) to proceed against or exhaust any security held from the Borrower, any such other guarantor of the Obligations and/or the Indebtedness, Borrower or any other Person or Person, (iii) to proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiaries in favor of any other guarantor of the Obligations and/or the Indebtedness, Borrower or any other Person; , or (iv) to pursue any other remedy in the power of any Beneficiary whatsoever;
(b) any Any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor Beneficiary, including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Obligations and/or the Indebtedness or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than the payment in full of the Borrower Obligations; Indebtedness;
(c) any Any defense based upon any statute or rule of law which that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; ;
(d) Any defense based upon errors or omissions by the Beneficiaries in the administration of the Obligations and/or the Indebtedness;
(ie) any Any principles or provisions of law, statutory or otherwise, which that are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor's obligations hereunder;
(iif) promptnessAny rights to set-offs, recoupments and counterclaims (other than compulsory counterclaims);
(g) Promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiaries protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(eh) noticesNotices, demands, presentments, demands for payment, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of default, notices of any renewal, extension or modification of the Borrower Obligations and/or the Indebtedness or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 6 and any right to consent to any thereof (in each caseof them, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by to the extent provided in the Loan Documents;
(i) Any defenses or benefits that may be derived from or afforded by law that limit the liability of or exonerate Guarantor or sureties, or that may conflict with the terms of this Guaranty; and
(j) The provisions of NRS 40.430 to the full extent provided for in NRS 40.495(2).
Appears in 1 contract
Samples: Guaranty (Las Vegas Sands Inc)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit -------------------- of Beneficiaries:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerCompany, any other guarantor (including any other Guarantor) of the Borrower Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerCompany, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower Company or any other Person; , or (iv) pursue any other remedy in the power of any Beneficiary whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Company from any cause other than payment in full of the Borrower Obligations; Guarantied Obligations ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon any Beneficiary's errors or omissions in the administration of the Guarantied Obligations, except behavior which amounts to bad faith;
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iiiv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Note Purchase Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Company and notices of any of the matters referred to in Section 2.1 subsection 2.3 and any right to consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except or which may conflict with the terms of this Guaranty, including without limitation the provisions of Nevada Revised Statutes Sections 40.430- 40.459, 40.475 and 40.485 as permitted by Nevada Revised Statutes Section 40.495, and any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by the Loan Documents)successor provisions.
Appears in 1 contract
Samples: Guaranty (Santa Fe Gaming Corp)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Beneficiaries: (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Borrower Guaranteed Obligations; (c) 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 other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 7.4 and any right to consent to any thereof thereof; and (in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Education Management Corporation)
Waivers by Guarantor. Each The Guarantor hereby waives to the fullest extent permitted by law, for the benefit of the WPRA:
(a) any Any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsWPRA, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerTenant, any other guarantor (including any other Guarantor) of the Borrower Obligations Optionee, Holdings, or any other Personperson, (ii) proceed against or exhaust any security held from the BorrowerTenant, any such other guarantor the Optionee, Holdings, or any other Person person, or (iii) proceed against or have resort to pursue any balance of any deposit account or credit on other remedy in the books of any power of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns in favor of the Borrower or any other Person; WPRA whatsoever;
(b) any Any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Tenant, the Optionee or any other Guarantor including Holdings, including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Tenant, the Optionee or any other Guarantor Holdings from any cause other than payment in full of the Borrower Obligations; Guaranteed Obligations or any of the Permitted Defenses;
(c) any 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 other respects more burdensome than that of the principal; ;
(d) Any defense based upon any of the WPRA’s errors or omissions in the administration of the Guaranteed Obligations;
(i) any Any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of the Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iiiv) promptness, diligence and or any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns WPRA protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) noticesNotices, demandsdemand, presentmentspresentment, protestsprotest, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Lease, the Option Agreement or the Consideration Agreement, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Tenant, the Optionee or Holdings, and notices of any of the matters referred to in Section 2.1 2.2 and any right to consent to any thereof thereof; and
(in each caseg) Any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guaranty, other than Permitted Defenses.
Appears in 1 contract
Samples: Guaranty Agreement (Intrawest Resorts Holdings, Inc.)
Waivers by Guarantor. Each Guarantor hereby waives waives, to the extent not prohibited by applicable law, for the benefit of Landlord:
(a) any Any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsLandlord, as a condition of payment or performance by such Guarantor, to (i) to proceed against the BorrowerTenant, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Person, (ii) to proceed against or of exhaust any security held from the BorrowerTenant, any such other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person Person, or (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns in favor of the Borrower or pursue any other Person; remedy in the power of Landlord whatsoever;
(b) any Any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor Tenant, including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Tenant from any cause other than indefeasible payment in full of the Borrower Guaranteed Obligations; ;
(c) 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 other respects more burdensome than that of the principal; (d) (i) any Any principles or provisions of law, statutory or otherwise, which that are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor's obligations hereunder;
(iid) promptnessAny rights to set-offs, recoupments and counterclaims;
(e) Promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Landlord protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ,
(ef) noticesNotices, demands, presentments, demands for payment, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Lease, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Tenant and notices of any of the matters referred to in Section 2.1 6 and any right to consent to any thereof of them; and
(in each caseg) Any defenses or benefits that may be derived from or afforded by law that limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement or that may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guaranty.
Appears in 1 contract
Samples: Lease Agreement (Simclar Inc)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Lender:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsLender, as a condition of payment or performance by such Guarantor, to (i) proceed against the either Borrower, any other guarantor (including any other Guarantor) of the Borrower Obligations Indebtedness or any other Person, person; (ii) proceed against or exhaust any security held from the any Borrower, any such other guarantor or any other Person or person; (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender in favor of the any Borrower or any {B0739907} other Personperson; or (iv) pursue any other remedy in the power of Lender whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the any Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Obligations Indebtedness or any agreement or instrument relating thereto or by reason of the cessation of the liability of the any Borrower or any other Guarantor from any cause other than payment in full of the Borrower Obligations; Indebtedness;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon Lender’s errors or omissions in the administration of the Indebtedness, except behavior which amounts to bad faith, recklessness, or willful misconduct; and
(e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor’s obligations hereunder; (ii) any rights to set‑offs, recoupments and counterclaims; and (iiiii) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Master Loan Agreement, the other Bank Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Obligations Indebtedness or any agreement related thereto, notices of any extension of credit to the any Borrower and notices of any of the matters referred to in Section 2.1 2.5 and any right to consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate Guarantor or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guaranty.
Appears in 1 contract
Samples: Continuing Guaranty (Air T Inc)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of Beneficiaries:
(a) any right to require Guarantied Party or any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerCompany, any other guarantor (including any other Guarantor) of the Borrower Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerCompany, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower Company or any other Person; , or (iv) pursue any other remedy in the power of Guarantied Party or any Beneficiary whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Company from any cause other than payment in full of the Borrower Guarantied Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon Guarantied Party's or any Beneficiary's errors or omissions in the administration of the Guarantied Obligations, except behavior which amounts to bad faith; (e)
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iiiv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guaranty, notices of defaultdefault under the Loan Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Company and notices of any of the matters referred to in Section 2.1 subsection 2.3 and any right to consent to any thereof thereof; and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guaranty.
Appears in 1 contract
Samples: Guaranty (Valhi Inc /De/)
Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of -------------------- Polyphase:
(a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and as-signsPolyphase, as a condition of payment or performance by such Guarantor, to (iI) proceed against the BorrowerCompany, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Personperson or entity, (ii) proceed against or exhaust any security held from the BorrowerCompany, any such other guarantor of the Guaranteed Obligations or any other Person person or entity, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Polyphase in favor of the Borrower Company or any other Person; person or entity, or (iv) pursue any other remedy in the power of Polyphase whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Company from any cause other than payment in full of the Borrower Guaranteed Obligations; ;
(c) 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 other respects more burdensome than that of the principal; ;
(d) any defense based upon Polyphase's errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to gross negligence or willful misconduct as determined by a court of competent jurisdiction;
(i) any principles principals or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guaranty and any legal or equitable discharge of Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments or counterclaims, and (iiiv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Polyphase protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ;
(ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof the Guaranty, notices of defaultdefault under the Master Loan Agreement or Note or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Company and notices of any of the matters referred to in Section 2.1 1.2 and any right to consent to any thereof thereof; ----------- and
(in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guaranty.
Appears in 1 contract
Samples: Guaranty (Polyphase Corp)
