Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured Party: (a) any right to require the Administrative Agent or any other Secured Party, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 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 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 other Secured Party’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 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 the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers and notices of any of the matters referred to in Section 10.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligations.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (U.S. Concrete, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Loan Party or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured PartyBeneficiary’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 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 the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 10.04 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured Party: Parties:
(a) any right to require the Administrative Agent or any other Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerBorrowers, any other guarantor (including any other Guarantor) of the Guaranteed Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerBorrowers, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower Borrowers or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 Borrowers including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed 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 Borrowers from any cause other than payment in full of the Guaranteed 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 Administrative Agent’s or any other Secured Party’s 's errors or omissions in the administration of the Guaranteed 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 such Guarantor’s 's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; ;
(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 default hereunder under the Credit Agreement, the Rate Protection Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Borrowers and notices of any of the matters referred to in Section 10.4 subsection 2.4 and any right to consent to any thereof; and ;
(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of this Guaranty; and
(h) to the extent permitted under section 40.495 of the ObligationsNevada Revised Statutes, the benefits of the "One Action" rule under 40.430 of the Nevada Revised Statutes.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured Party: Guaranteed Parties:
(a) any right to require the Administrative Agent or any other Secured Guaranteed Party, as a condition of payment or performance by such Guarantor, to to
(i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the applicable 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Guaranteed Party in favor of the Borrower Borrower, any such other guarantor or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Guaranteed 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 guarantor (including any other Guarantor) including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any such other Guarantor guarantor from any cause other than payment Payment in full Full of the applicable 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 other Secured Guaranteed Party’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 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 the Administrative Agent or any other Secured Guaranteed Party protect, secure, perfect or insure any security interest or lien Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, or under any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 7.04 and any right to consent to any thereof; and (g) any defenses (other than defense of payment or performance in full) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit Agreement
Waivers by Guarantors. Each Guarantor hereby waives, to the extent permitted by applicable law, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Credit Party or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured PartyBeneficiary’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 by a court of competent jurisdiction in a final and unappealable judgment; (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 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, offs or recoupments and counterclaims, and (iviii) promptness, diligence and any requirement (other than a UCC requirement) that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Borrower and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; in each case other than notices required to be given to the Borrower or the Guarantor hereunder or under the UCC, and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Kraton Performance Polymers, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, to the extent permitted by Applicable Law, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerBorrowers, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerBorrowers, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower Borrowers or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Borrowers or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Borrowers or any other Guarantor from any cause other than payment in full in cash of the 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 other Secured PartyBeneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to gross negligence, bad faithfaith or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction; (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 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 the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Secured Hedge Agreements, the Bank Product Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrowers and notices of any of the matters referred to in Section 10.4 10.04 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment hereof. Without limiting the generality of the Obligationsforegoing, each Guarantor hereby waives and agrees not to assert or take advantage of any “one action” or “deficiency” or “anti-deficiency” law or any other law which may prevent the Administrative Agent or any Lender from bringing any action, including a claim for deficiency, against such Guarantor, before or after the Administrative Agent’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale, including, without limitation, any rights under (A) Utah Code Annotated Sections 78B-6-901 and 57-1-32 and any successor or replacement statutes or any similar laws or benefits under Utah law and (B) any similar law or benefits under any other applicable Law.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Varex Imaging Corp)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured Party: Parties:
(a) any right to require the Administrative Agent or any other Secured Party, 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 Guaranteed 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 Guaranteed 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 Guaranteed 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 Administrative Agent’s or any other Secured Party’s errors or omissions in the administration of the Guaranteed 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 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 the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; ;
(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 default hereunder under the Credit Agreement, the Rate/FX Protection Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 subsection 2.4 and any right to consent to any thereof; and and
(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationsthis Guaranty.
Appears in 1 contract
Samples: Guaranty (Las Vegas Sands Corp)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyFinance Parties: (a) any right to require the Administrative Agent or any other Secured Finance Party, as a condition of payment or performance by such Guarantor, to (i1) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii2) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii3) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Finance Party in favor of the Borrower any Loan Party or any other Person, or (iv4) pursue any other remedy in the power of the Administrative Agent or any other Secured Finance 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 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 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 other Secured Finance Party’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) 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 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-set offs, recoupments and counterclaims, and (iviii) promptness, diligence and any requirement that the Administrative Agent or any other Secured Finance Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; , and (fiv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 7.3 and any right to consent to any thereof; and (gf) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof hereof, in each case other than Full Payment the indefeasible payment in full of the Guaranteed Obligations.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Coupang, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 applicable 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Credit Party or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 applicable Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other applicable Guarantor from any cause other than payment in full of the 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 other Secured PartyBeneficiary’s errors or omissions in the administration of the applicable Guaranteed Obligations, except behavior which amounts to bad faith; (e)
(ie)(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 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 the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the applicable Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Two Year Equity Bridge Credit and Guaranty Agreement (Concordia Healthcare Corp.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured Party: Lender:
(a) any right to require the Administrative Agent or any other Secured PartyLender, as a condition of payment or performance by such any Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Lender in favor of the Borrower or any other Person, or (iviii) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured PartyLender’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e), gross negligence or willful misconduct;
(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 such any Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder or the enforcement hereof, and (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; ;
(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 default hereunder under the Loan Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 4 above and any right to consent to any thereof; and and
(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationsthis Guaranty.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyLenders: (a) any right to require the Administrative Agent or any other Secured PartyLender, 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 applicable 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Lender in favor of the Borrower or any other Person, or (iviii) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 applicable 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 other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)provides
(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 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 the Administrative Agent or any other Secured Party Lender protect, secure, perfect or insure any security interest or lien Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related theretohereunder, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 7.04 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyLenders: (a) any right to require the Administrative Agent or any other Secured PartyLenders, 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 Guaranteed Obligations Guarantor or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor Guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Lenders in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Lenders 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 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 Payment in full of the Guaranteed ObligationsFull; (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 other Secured Party’s Lenders’ errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts is determined by a final nonappealable judgment by a court of competent jurisdiction to have resulted from bad faithfaith or gross negligence; (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 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 the Administrative Agent or any other Secured Party Lenders protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related theretohereunder, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Guaranty (Fat Brands, Inc)
Waivers by Guarantors. Each To the fullest extent permitted by law, each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyParties: (a) any right to require the Administrative Agent or any other Secured Party, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower Company or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the 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 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 other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)amounts
(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 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 the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Secured Rate Contracts, the Bank Product Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Company and notices of any of the matters referred to in Section 10.4 7.3 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyParties: (a) any right to require the Administrative Agent or any other Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the any Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 including any defense based on or arising out of the lack of validity or the unenforceability of the 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 from any cause other than payment in full of the 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 other Secured Party’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 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-set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Borrower and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent Lenders and each other Secured Party: Agent:
(a) any right to require the Administrative Agent or any other Secured PartyLender, as a condition of payment or performance by such any Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the any Borrower, any such other guarantor of the Guaranteed Obligations or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Lender in favor of the any Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the 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 from any cause other than payment in full of the 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 's or any other Secured Party’s Lender's errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)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 such any Guarantor’s 's obligations hereunder, (ii) the benefit of any statute of limitations affecting such any Guarantor’s liability 's liabilities hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; ;
(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 default hereunder under the Loan and Security Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Borrower and notices of any of the matters referred to in Section 10.4 subsection 2.3 and any right to consent to any thereof; and and
(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationsthis Guaranty.
Appears in 1 contract
Samples: Guaranty (Ramsay Youth Services Inc)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured Party: Beneficiaries, (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Credit Party or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured PartyBeneficiary’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 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 the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Borrower and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, to the extent permitted by applicable law, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Credit Party or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured PartyBeneficiary’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 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 the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, under the Hedge Agreements or under any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Borrower and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (8point3 Energy Partners LP)
Waivers by Guarantors. Each Guarantor hereby hereby, to the fullest extent it may legally do so, waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (aA) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrowerany Co-Issuer, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrowerany Co-Issuer, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Co-Issuer or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary whatsoever; (bB) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower any Co-Issuer or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower any Co-Issuer or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (cC) 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; (dD) any defense based upon the Administrative Agent’s or any other Secured PartyBeneficiary’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 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-set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Co-Issuer and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Third Lien Note Purchase Agreement (Vonage Holdings Corp)
Waivers by Guarantors. Each To the extent permitted by law, each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the Parent Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Collateral or other property securing any obligation of Parent Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Parent Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Parent Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Parent Borrower or any other Guarantor from any cause other than payment in full of the 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 other Secured PartyBeneficiary’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 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 the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Parent Borrower and notices of any of the matters referred to in Section 10.4 7.3 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof (other than Full Payment payment in full of the Guaranteed Obligations); (h) any defense based upon an election of remedies by any Beneficiary, including any election to proceed by judicial or nonjudicial foreclosure of any Collateral, whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect of any foreclosure sale is commercially reasonable, or any election of remedies, including remedies relating to real property or personal property security, which destroys or otherwise impairs the subrogation rights of any Guarantor or the rights of such Guarantor to proceed against any Guarantor for reimbursement, or both.
Appears in 1 contract
Samples: Credit Agreement (AMC Networks Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyLender: (a) any right to require the Administrative Agent or any other Secured PartyLender, as a condition of payment or performance by such Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Lender in favor of the any Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 from any cause other than payment in full of the 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 other Secured PartyLender’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 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 the Administrative Agent or any other Secured Party Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Hedge Agreements, the Cash Management Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Borrower and notices of any of the matters referred to in Section 10.4 7.04 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Tumi Holdings, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, to the extent permitted by applicable law, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Loan Party or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured PartyBeneficiary’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 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 the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or hereunder, notices under any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Borrower and notices of any of the matters referred to in Section 10.4 11.04 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyParties: (ai) any right to require the Administrative Agent or any other Secured Party, as a condition of payment or performance by such Guarantor, to (i1) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii2) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii3) proceed against or have resort to any balance of any Deposit Accountdeposit, Securities Account investment or Commodities Account (each as defined in the Security Agreement) other account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person, or (iv4) pursue any other remedy in the power of the Administrative Agent or any other Secured Party whatsoever; (bii) 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 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 Guaranteed Obligations; (ciii) 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; (div) any defense based upon the Administrative Agent’s or any other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faithgross negligence or willful misconduct, as determined by a final, nonappealable judgment by a court of competent jurisdiction; (ev)
(i1) other than as expressly set forth in Subsection 9.20(B), 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 such Guarantor’s obligations hereunder, (ii2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii3) any rights to set-offs, recoupments and counterclaims, and (iv4) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien Lien or any property subject thereto; (fvi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Secured Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Borrower and notices of any of the matters referred to in Section 10.4 this Subsection 9.20 and any right to consent to any thereof; and (gvii) other than as expressly set forth in Subsection 9.20(B), any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i1) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii2) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii3) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Loan Party or any other Person, or (iv4) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured PartyBeneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faithfaith (other than in the case of the Agents), gross negligence 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 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-set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; , and (fv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Secured Swap Agreements, the Secured Cash Management Services Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 7.3 and any right to consent to any thereof; and (gf) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof hereof, in each case other than Full Payment the indefeasible payment in full of the Guaranteed Obligations.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, to the fullest extent permitted by law, for the benefit of the Administrative Agent and each other Secured PartyParties: (a) any right to require the Administrative Agent or any other Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the any Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 including any defense based on or arising out of the lack of validity or the unenforceability of the 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 from any cause other than payment in full of the 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 other Secured Party’s 's errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to gross negligence or 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 such Guarantor’s 's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Hedging Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Borrower and notices of any of the matters referred to in Section 10.4 14.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof hereof. As used in this paragraph, any reference to “the principal” includes any Borrower, and any reference to “the creditor” includes Agent and each other than Full Payment Secured Party. In accordance with Section 2856 of the California Civil Code (a) each Guarantor waives any and all rights and defenses available to it by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including without limitation any and all rights or defenses such Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor's obligations under its guaranty, in either case pursuant to the antideficiency or other laws of the State of California limiting or discharging the principal's indebtedness or such guarantor's obligations, including without limitation Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure; and (b) each Guarantor waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed such Guarantor's rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of any other guarantor of any of the Guaranteed Obligations, has destroyed such Guarantor's rights of contribution against such other guarantor. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Guaranty shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (Sanmina-Sci Corp)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyLenders: (a) any right to require the Administrative Agent or any other Secured PartyLender, as a condition of payment or performance by such Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Lender in favor of the any Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 from any cause other than payment in full of the 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 other Secured PartyLender’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 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 the Administrative Agent or any other Secured Party Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder under this Agreement, or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Borrower and notices of any of the matters referred to in Section 10.4 7.04 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Purchase Agreement (Prommis Solutions Holding Corp.)
Waivers by Guarantors. Each Guarantor hereby of the Guarantors, insofar as such Guarantor's obligations under this Agreement are concerned and to the extent not otherwise prohibited by applicable law:
A. unconditionally waives, :
(1) notice of the execution and delivery of the Credit Documents; (2) notice of the Lender's acceptance of and reliance on this Agreement or of the extension by the Lender to or for the benefit of the Administrative Agent and each other Secured Party: (a) any right to require the Administrative Agent or any other Secured Party, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor account of the Borrower of any loans, forbearances, advances, disbursements or any other Personextensions of credit included in the Obligations (including the Loan), or (iv) pursue the payment by any other remedy in the power Obligor of any sums with respect to any of the Administrative Agent or any other 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 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 Guaranteed Obligations; (c3) 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 other Secured Party’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 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 the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers and notices notice of any of the matters referred to in Section 10.4 6; (4) all notices required by statute, rule of law or otherwise to preserve any rights against the Guarantors or either of them hereunder, including any demand, proof or notice of non-payment of any Obligation by any Obligor and notice of any failure on the part of any Obligor to perform or comply with any provision of any of the Credit Documents; (5) any right to consent the enforcement, assertion or exercise of any right, power or remedy under or with respect to any thereofof the Credit Documents; and (g6) any defenses requirement that any Obligor be joined as a party to any proceeding for the enforcement of any provision of the Credit Documents, any requirement of diligence on the part of the Lender and any requirement on the part of the Lender to mitigate any damages resulting from any non-payment of any Obligation or benefits any default or event of default under any of the Credit Documents; and
B. agrees that such Guarantor will not assert or attempt to enforce any right that such Guarantor may now or hereafter have, whether at law, in equity or otherwise (including any right of indemnity, contribution, reimbursement, marshalling or subrogation), to recover from the Borrower, or from any other person that may be derived now or hereafter have such a right to recover from or afforded the Borrower, any amounts paid by law which limit the liability of or exonerate guarantors or suretiesGuarantors, or which either of them, to satisfy, in whole or in part, the Obligations, and such Guarantor hereby waives and relinquishes any such right until the Obligations have been paid in full. This Section 7(b) is for the benefit of the Borrower as well as the Lender and may conflict with be enforced by the terms hereof other than Full Payment Borrower. Subject to the prior, final and indefeasible payment in full of all Obligations and to the extent of payments received by the Lender from the Guarantors on account of the Obligations, the Guarantors shall be subrogated to the rights of the Lender to receive payments or distributions of cash, property or securities of the Borrower applicable to the Obligations.
Appears in 1 contract
Samples: Limited Guaranty Agreement (Metromedia International Group Inc)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyLender: (a) any right to require the Administrative Agent or any other Secured PartyLender, 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 Guaranteed Obligations or any other Person, Person or (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)any
(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 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 promptness and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject theretodiligence; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, any other Loan Document or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 6.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Senior Unsecured Term Loan Agreement (Altisource Portfolio Solutions S.A.)
Waivers by Guarantors. Each Guarantor hereby waives, to the fullest extent permitted by law, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower Company or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured PartyBeneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to gross negligence or 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 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 the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Company and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof hereof. As used in this paragraph, any reference to “the principal” includes Company, and any reference to “the creditor” includes Administrative Agent and each other than Full Payment Beneficiary. In accordance with Section 2856 of the California Civil Code (a) each Guarantor waives any and all rights and defenses available to it by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including without limitation any and all rights or defenses such Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guaranty, in either case pursuant to the antideficiency or other laws of the State of California limiting or discharging the principal’s indebtedness or such guarantor’s obligations, including without limitation Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure; and (b) each Guarantor waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed such Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of any other guarantor of any of the Guaranteed Obligations, has destroyed such Guarantor’s rights of contribution against such other guarantor. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Guaranty shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured Party: Parties (subject to applicable law): (a) any right to require the Administrative Agent or any other Secured Party, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 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 Full Payment of the 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 other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)other
(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 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-set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Borrower and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Core Scientific, Inc./Tx)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Obligor or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 Guaranteed ObligationsObligations (other than contingent indemnification obligations for which no claim has been made and the cancellation or expiration without pending drawings or Cash Collateralization of all Letters of Credit in the Agreed L/C Cash Collateral Amount on terms reasonably satisfactory to the applicable Issuing Bank (or other credit support satisfactory to the applicable Issuing Bank has been provided)); (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 other Secured PartyBeneficiary’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 by a court of competent jurisdiction by final and non-appealable judgment); (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 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-set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; , and (fv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 8.03 and any right to consent to any thereof; and (gf) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Compass, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyGuaranteed Parties: (a) any right to require the Administrative Agent or any other Secured Guaranteed Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the applicable 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Guaranteed Party in favor of the Borrower any Borrower, any such other guarantor or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 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 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 other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)US-DOCS\106883637.15
(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 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-offsset‑offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Guaranteed Party protect, secure, perfect or insure any security interest or lien Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, or under any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Borrower and notices of any of the matters referred to in Section 10.4 7.04 and any right to consent to any thereof; and (g) any defenses (other than defense of payment or performance in full) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit accounts or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Obligor or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured PartyBeneficiary’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) 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 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-set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; , and (fv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Secured Swap Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 7.03 and any right to consent to any thereof; and (gf) any defenses or benefits that may be derived from or afforded by law which limit the liability of or 85 exonerate guarantors or sureties, or which may conflict with the terms hereof hereof, in each case other than Full Payment the indefeasible payment in full of the Guaranteed Obligations.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyLender: (a) any right to require the Administrative Agent or any other Secured PartyLender, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent Lender in favor of Borrower or any other Secured Party in favor of the Borrower Guarantor or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured PartyLender’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to willful misconduct, gross negligence or 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 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 the Administrative Agent or any other Secured Party Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Borrower, and notices of any of the matters referred to in Section 10.4 13.3 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of Secured Parties to the Administrative Agent and each other Secured Party: extent permitted by applicable law, (a) any right to require the Administrative Agent or any other Secured Party, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower Company or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 other Guarantor Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 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 other Secured Party’s '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 such Guarantor’s 's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Company and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Second Lien Credit and Guaranty Agreement (Amscan Holdings Inc)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyParties: (ai) any right to require the Administrative Agent or any other Secured Party, as a condition of payment or performance by such Guarantor, to (i1) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii2) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii3) proceed against or have resort to any balance of any Deposit Accountdeposit, Securities Account investment or Commodities Account (each as defined in the Security Agreement) other account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person, or (iv4) pursue any other remedy in the power of the Administrative Agent or any other Secured Party whatsoever; (bii) 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 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 Guaranteed Obligations; (ciii) 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; (div) any defense based upon the Administrative Agent’s or any other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faithgross negligence or willful misconduct, as determined by a final judgment by a court of competent jurisdiction; (ev)
(i1) other than as expressly set forth in Subsection 9.20(B), 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 such Guarantor’s obligations hereunder, (ii2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii3) any rights to set-offs, recoupments and counterclaims, and (iv4) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (fvi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Secured Hedge Agreements, the Cash Management Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Borrower and notices of any of the matters referred to in Section 10.4 this Subsection 9.20 and any right to consent to any thereof; and (gvii) other than as expressly set forth in Subsection 9.20(B), any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, to the fullest extent permitted by law, for the benefit of the Administrative Agent and each other Secured PartyParties: (a) any right to require the Administrative Agent or any other Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the any Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 including any defense based on or arising out of the lack of validity or the unenforceability of the 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 from any cause other than payment in full of the 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 other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to gross negligence or 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 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 the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Hedging Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Borrower and notices of any of the matters referred to in Section 10.4 14.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof hereof. As used in this paragraph, any reference to “the principal” includes any Borrower, and any reference to “the creditor” includes Agent and each other than Full Payment Secured Party. In accordance with Section 2856 of the California Civil Code (a) each Guarantor waives any and all rights and defenses available to it by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including without limitation any and all rights or defenses such Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guaranty, in either case pursuant to the antideficiency or other laws of the State of California limiting or discharging the principal’s indebtedness or such guarantor’s obligations, including without limitation Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure; and (b) each Guarantor waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed such Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of any other guarantor of any of the Guaranteed Obligations, has destroyed such Guarantor’s rights of contribution against such other guarantor. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Guaranty shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (Sanmina-Sci Corp)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured Party: Beneficiaries:
(a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 Guaranteed 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 Guaranteed 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 Guaranteed 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 Administrative Agent’s or any other Secured Party’s Beneficiary's errors or omissions in the administration of the Guaranteed Guarantied Obligations, except behavior which amounts to bad faith; (e), 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 such Guarantor’s 's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; ;
(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 default hereunder under any Credit Document or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 2.4 and any right to consent to any thereof; and ;
(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of this Guaranty;
(h) any defense based upon any Beneficiary's election, in any proceeding instituted under the Bankruptcy Code, of the Obligations.application of Section 1111(b)
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyXxxxxxx Xxxxx: (a) any right to require the Administrative Agent or any other Secured PartyXxxxxxx Sachs, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerXXXX, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerXXXX, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Xxxxxxx Xxxxx in favor of the Borrower any Obligor or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Xxxxxxx Xxxxx whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower XXXX or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower XXXX or any other Guarantor from any cause other than payment in full of the 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 other Secured Party’s Xxxxxxx Sachs’ 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 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 the Administrative Agent or any other Secured Party Xxxxxxx Xxxxx protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers XXXX and notices of any of the matters referred to in Section 10.4 7.3 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Reimbursement and Guaranty Agreement (Delek US Holdings, Inc.)
Waivers by Guarantors. Each To the fullest extent permitted by applicable law, each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 Payment in full Full of the 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 other Secured PartyBeneficiary’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 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 the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 7.04 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Covia Holdings Corp)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured Party: Parties, to the extent permitted by applicable law:
(a) any right to require the Administrative Agent or any other Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrowerany Loan Party, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrowerany Loan Party, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower any Loan Party, any such other guarantor or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 Loan Party including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Loan Party from any cause other than payment in full of the 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 other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)faith 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 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 the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; ;
(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 default hereunder under the Loan Documents, the Specified Hedging Agreements, the Specified Cash Management Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Loan Party and notices of any of the matters referred to in Section 10.4 2.4 and any right to consent to any thereof; and ;
(g) any defenses (other than the defense of payment) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of this Guaranty;
(h) any defense based upon any Secured Party’s failure to mitigate damages; and
(i) all rights to insist upon, plead or in any manner claim or take the Obligationsbenefit or advantage of any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or hereafter in force, which may delay, prevent or otherwise affect the performance by any Guarantor of its obligations under, or the enforcement by any Secured Party of, this Guaranty.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 Payment in full Full of the Guaranteed Secured 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 other Secured PartyBeneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)or
(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 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 the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 7.04 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Term Loan Credit and Guaranty Agreement (Fairmount Santrol Holdings Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyGuaranteed Creditors: (a) any right to require the Administrative Agent or any other Secured PartyGuaranteed Creditor, as a condition of payment or performance by such Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the any Borrower, any such other guarantor (including any other Guarantor) or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Guaranteed Creditor in favor of the any Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Guaranteed Creditor 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 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 from any cause other than payment in full in cash of the Guaranteed ObligationsObligations in accordance with their terms; (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 other Secured PartyGuaranteed Creditor’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 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-set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Guaranteed Creditor protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Secured Hedging Agreements, the Secured Cash Management Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Borrower and notices of any of the matters referred to in Section 10.4 14.04 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured Party: Beneficiaries:
(a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantorthe Guarantors, to (i) proceed against the Borrower, any other guarantor (including any other Additional Guarantor) of the Guaranteed 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 Guaranteed 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 Guaranteed 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 Administrative Agent’s or any other Secured PartyBeneficiary’s errors or omissions in the administration of the Guaranteed Guarantied Obligations, except behavior which amounts to bad faith; (e), 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 such Guarantor’s the Guarantors’ obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s the Guarantors’ liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; ;
(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 default hereunder under any Loan Document or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 2.4 hereof and any right to consent to any thereof; and ;
(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors any Guarantor or sureties, or which may conflict with the terms hereof other than Full Payment of this Guaranty;
(h) any defense based upon any Beneficiary’s election, in any proceeding instituted under the Bankruptcy Code, of the Obligationsapplication of Section 1111(b)(2) of the Bankruptcy Code or any successor statute;
(i) any defense based upon any use of cash collateral or borrowing or any grant of a security interest under Section 363 or 364 of the Bankruptcy Code; and
(j) any defense based upon disallowance of any portion of any Beneficiary’s claims for repayment of Guarantied Obligations under Section 502 or 506 of the Bankruptcy Code.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i1) proceed against the BorrowerNote Obligors, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii2) proceed against or exhaust any security held from the BorrowerNote Obligors, any such other guarantor or any other Person, (iii3) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Issuer Party or any other Person, or (iv4) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Note Obligors or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Note Obligors or any other Guarantor from any cause other than payment in full of the 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 other Secured PartyBeneficiary’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) 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 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-set offs, recoupments and counterclaims, and (iviii) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; , and (fiv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Note Obligors and notices of any of the matters referred to in Section 10.4 9(c) and any right to consent to any thereof; and (gf) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof hereof, in each case other than Full Payment the indefeasible payment in full of the Guaranteed Obligations.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Gores Metropoulos II, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, to the fullest extent permitted by applicable law, for the benefit of the Administrative Agent and each other Secured Party: Beneficiaries:
(a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary whatsoever; PARENT GUARANTY (US$1,100,000,000 CREDIT AGREEMENT)
(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 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 Guaranteed Obligations; Obligations or the occurrence of the Guaranty Fall-Away 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 the Administrative Agent’s or any other Secured Party’s Beneficiary's errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)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 and any legal or equitable discharge of such Guarantor’s 's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, (iii) any rights to set-set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; ;
(f) except for notices of the changes described in the proviso at the end of Section 2.4(e), notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related theretohereunder, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related theretothereto or any Related Agreement, notices of any extension of credit to Borrowers Borrower and notices of any of the matters referred to in Section 10.4 2.4 and any right to consent to any thereof; and and
(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Parent Guaranty (Assurant Inc)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit In addition to all waivers expressed in any of the Administrative Agent and each other Secured PartyLoan Documents, all of which are incorporated herein by Guarantors, Guarantors hereby waive: (a) presentment, demand, protest and notice of protest, notice of dishonor and of non-payment, notice of acceptance of this Guaranty, and diligence in collection; (b) notice of the existence, creation, or incurring of any new or additional Obligations under or pursuant to any of the Loan Documents; (c) any right to require the Administrative Agent Lender to proceed against, give notice to, or make demand upon Borrower or any other Secured Party, as a condition of payment or performance by such Guarantor, guarantor; (d) any right to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) require Lender to proceed against or exhaust any security or to proceed against or exhaust any security in any particular order; (e) any right to require Lender to pursue any remedy of Lender; (f) any right to direct the application of any security held from the by Lender; (g) any right of subrogation and any right to enforce any remedy which Lender may have against Borrower, any such other guarantor right to participate in any security now or hereafter held by Lender, and any other Person, (iii) proceed against or have resort right to reimbursement from Borrower for amounts paid to Lender by any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party whatsoeverguarantor; (bh) benefits, if any, of Guarantors under any anti-deficiency statutes or single-action legislation; (i) any defense arising by reason out of the incapacity, lack of authority or any disability or other defense of the Borrower Borrower, including bankruptcy, dissolution, liquidation, cessation, impairment, modification, or limitation, from any other Guarantor including cause, of any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower, or of any remedy for the Borrower or any other Guarantor from any cause other than payment in full enforcement of the Guaranteed Obligationssuch liability; (cj) 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 other Secured Party’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 such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s the liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject theretoof Guarantors hereunder; (fk) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers and notices of any of the matters referred to in Section 10.4 and any right to consent to plead or assert any thereofelection of remedies by Lender; and (g1) any other defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationsavailable to a surety under applicable law.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyGuaranteed Creditors: (a) any right to require the Administrative Agent or any other Secured PartyGuaranteed Creditor, as a condition of payment or performance by such Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the any Borrower, any such other guarantor (including any other Guarantor) or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Guaranteed Creditor in favor of the any Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Guaranteed Creditor 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 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 from any cause other than payment in full in cash of the Guaranteed ObligationsObligations in accordance with their terms; (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 other Secured PartyGuaranteed Creditor’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)
(ie)(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 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-set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Guaranteed Creditor protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Secured Hedging Agreements, the Secured Cash Management Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Borrower and notices of any of the matters referred to in Section 10.4 14.04 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i1) proceed against the BorrowerNote Obligors, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii2) proceed against or exhaust any security held from the BorrowerNote Obligors, any such other guarantor or any other Person, (iii3) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Issuer Party or any other Person, or (iv4) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Note Obligors or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Note Obligors or any other Guarantor from any cause other than payment in full of the 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 other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)38 Doc#: US1:18443691v1
(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 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-set offs, recoupments and counterclaims, and (iviii) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; , and (fiv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Note Obligors and notices of any of the matters referred to in Section 10.4 9(c) and any right to consent to any thereof; and (gf) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof hereof, in each case other than Full Payment the indefeasible payment in full of the Guaranteed Obligations.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i1) proceed against the BorrowerNote Obligors, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii2) proceed against or exhaust any security held from the BorrowerNote Obligors, any such other guarantor or any other Person, (iii3) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Issuer Party or any other Person, or (iv4) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Note Obligors or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Note Obligors or any other Guarantor from any cause other than payment in full of the 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 other Secured PartyBeneficiary’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) 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 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-set offs, recoupments and counterclaims, and (iviii) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers and notices of any of the matters referred to in Section 10.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligations.,
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Obligor or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured PartyBeneficiary’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) 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 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-set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; , and (fv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 8.03 and any right to consent to any thereof; and (gf) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyParties: (a) any right to require the Administrative Agent or any other Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the applicable 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower any Borrower, any such other guarantor or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 guarantor (including any other Guarantor) including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the any Borrower or any such other Guarantor guarantor from any cause other than payment Payment in full Full of the applicable 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 other Secured Party’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 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-offsset‑offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, or under any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Borrower and notices of any of the matters referred to in Section 10.4 7.04 and any right to consent to any thereof; and (g) any defenses (other than defense of payment or performance in full) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit Agreement (PVH Corp. /De/)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyParties: (a) any right to require the Administrative Agent or any other Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the any applicable Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the any applicable Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the any applicable Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the any applicable Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the 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 from any cause other than payment in full of the Guaranteed Obligations (other than any Contingent 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 other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior by such Secured Party which amounts to bad faithgross negligence 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 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 the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the other Credit Documents, the Cash Management Documents, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any applicable Borrower and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Zekelman Industries, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, to the extent permitted by applicable law, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 Person (including any other Guarantor) including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Person (including any other Guarantor) from any cause other than payment in full in Cash of the Guaranteed ObligationsObligations (other than contingent obligations not yet due and owing); (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 other Secured PartyBeneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faithfaith (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 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-offsset‑offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) 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 default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Borrower and notices of any of the matters referred to in Section 10.4 7.04 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyLender: (a) any right to require the Administrative Agent or any other Secured PartyLender, as a condition of payment or performance by such Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Lender in favor of the any Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 from any cause other than payment in full of the 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 other Secured PartyLender’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 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 the Administrative Agent or any other Secured Party Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers and notices of any of the matters referred to in Section 10.4 12.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, to the fullest extent permitted by law, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower Company or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured Party’s Beneficiary's errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)omissions
(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 such Guarantor’s 's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Company and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof hereof. As used in this paragraph, any reference to "the principal" includes Company, and any reference to "the creditor" includes Administrative Agent and each other than Full Payment Beneficiary. In accordance with Section 2856 of the California Civil Code (a) each Guarantor waives any and all rights and defenses available to it by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including without limitation any and all rights or defenses such Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor's obligations under its guaranty, in either case pursuant to the antideficiency or other laws of the State of California limiting or discharging the principal's indebtedness or such guarantor's obligations, including without limitation Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure; and (b) each Guarantor waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed such Guarantor's rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of any other guarantor of any of the Guaranteed Obligations, has destroyed such Guarantor's rights of contribution against such other guarantor. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Guaranty shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.
Appears in 1 contract
Waivers by Guarantors. Each To the fullest extent permitted by any Requirement of Law, each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or the Guaranteed Canadian Obligations, as the case may be, or any other Person, (ii) proceed against or exhaust any security held from the Borrowerany Credit Party, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the any Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary 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 Guaranteed Obligations or the Guaranteed Canadian Obligations, as the case may be, 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 Guaranteed Obligations or the Guaranteed Canadian Obligations, as the case may be; (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 other Secured PartyBeneficiary’s errors or omissions in the administration of the Guaranteed Obligations or the Guaranteed Canadian Obligations, as the case may be, 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 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-set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the applicable documentation creating Hedging Obligations or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or the Guaranteed Canadian Obligations, as the case may be, or any agreement related thereto, notices of any extension of credit to Borrowers any Borrower and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Xerium Technologies Inc)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyParties: (a) any right to require the Administrative Agent or any other Secured Party, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower any Credit Party or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 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 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 other Secured Party’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 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 the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Pari Passu Debt Agreements, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Borrower and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof hereof. In addition, each Guarantor incorporated in Mexico expressly waives, irrevocably and unconditionally, to the fullest extent permitted by law, for the benefit of each Secured Party, the benefits of orden, excusión, division, quita and espera and any right specified in Articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2827, 2829, 2837, 2840, 2845, 2846, 2847 and any other than Full Payment related or applicable Articles that are not explicitly set forth herein because of each Guarantor’s knowledge thereof, of the ObligationsCódigo Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Nord Anglia Education, Inc.)
Waivers by Guarantors. Each To the extent permitted by law, each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the Parent Borrower, any other guarantor (including any other Guarantor) of the 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 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 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 other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)75
(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 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 the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Parent Borrower and notices of any of the matters referred to in Section 10.4 7.3 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof (other than Full Payment payment in full of the Guaranteed Obligations); (h) any defense based upon an election of remedies by any Beneficiary, including any election to proceed by judicial or nonjudicial foreclosure of any Collateral, whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect of any foreclosure sale is commercially reasonable, or any election of remedies, including remedies relating to real property or personal property security, which destroys or otherwise impairs the subrogation rights of any Guarantor or the rights of such Guarantor to proceed against any Guarantor for reimbursement, or both.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (RLJ Entertainment, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyParties: (a) any right to require the Administrative Agent or any other Secured Party, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower Company or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the 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 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 other Secured Party’s 's errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to willful misconduct, gross negligence or 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 such Guarantor’s 's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Company and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Debtor in Possession Credit and Guaranty Agreement (NTL Delaware Inc)
Waivers by Guarantors. Each To the fullest extent permitted by law, each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyParties: (a) any right to require the Administrative Agent or any other Secured Party, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 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 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 other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)any
(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 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 the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Secured Rate Contracts, the Bank Product Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 7.3 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Lumentum Holdings Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit accounts or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Obligor or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured PartyBeneficiary’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) 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 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-set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; , and (fv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Secured Swap Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 7.03 and any right to consent to any thereof; and (gf) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof hereof, in each case other than Full Payment the indefeasible payment in full of the Guaranteed Obligations.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyParties: (a) any right to require the Administrative Agent or any other Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the applicable 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower any Borrower, any such other guarantor or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 guarantor (including any other Guarantor) including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the any Borrower or any such other Guarantor guarantor from any cause other than payment Payment in full Full of the applicable 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 other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)NY\6180200.13
(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 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-offsset‑offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, or under any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Borrower and notices of any of the matters referred to in Section 10.4 7.04 and any right to consent to any thereof; and (g) any defenses (other than defense of payment or performance in full) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit Agreement (PVH Corp. /De/)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured Party: (a) any right to require the Administrative Agent or any other Secured Party, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 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 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 other Secured Party’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 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 the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers and notices of any of the matters referred to in Section 10.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligations.. 10.6
Appears in 1 contract
Samples: Credit and Guaranty Agreement (U.S. Concrete, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerBorrowers, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerBorrowers, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower Borrowers or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Borrowers or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Borrowers or any other Guarantor from any cause other than payment in full of the 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 other Secured Party’s 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 such Guarantor’s 's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, (iii) any rights to CREDIT AND GUARANTY AGREEMENT EXECUTION 147 set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrowers and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (International Steel Group Inc)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured Party: Beneficiaries:
(a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Guarantied 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the any Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary 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 including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Guarantied 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 from any cause other than payment in full of the Guaranteed 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 Administrative Agent’s or any other Secured Party’s Beneficiary's errors or omissions in the administration of the Guaranteed Guarantied Obligations, except behavior which amounts to bad faith; (e), 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 such Guarantor’s 's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; ;
(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 default hereunder under any Credit Document or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Borrowers and notices of any of the matters referred to in Section 10.4 subsection 2.4 and any right to consent to any thereof; and ;
(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of this Guaranty;
(h) any defense based upon any Beneficiary's election, in any proceeding instituted under the Bankruptcy Code, of the Obligations.application of Section 1111(b)
Appears in 1 contract
Samples: Credit Agreement (Mediabay Inc)
Waivers by Guarantors. Each Guarantor hereby waives, to the extent permitted by applicable law, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent any Beneficiary in favor of any Credit Party or any other Secured Party in favor of the Borrower or any other Person, Person or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured PartyBeneficiary’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 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-offsset‑offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, under the Hedge Agreements or under any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Borrower and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (TerraForm Power, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i1) proceed against the BorrowerNote Obligors, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii2) proceed against or exhaust any security held from the BorrowerNote Obligors, any such other guarantor or any other Person, (iii3) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Issuer Party or any other Person, or (iv4) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Note Obligors or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Note Obligors or any other Guarantor from any cause other than payment in full of the 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 other Secured PartyBeneficiary’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) 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 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-set offs, recoupments and counterclaims, and (iviii) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; , and (fiv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Note Obligors and notices of any of the matters referred to in Section 10.4 9(c) and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligations.47
Appears in 1 contract
Waivers by Guarantors. Each To the fullest extent permitted by any Requirement of Law, each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the Non-U.S. Guaranteed Obligations or Guaranteed Obligations, as the case may be or any other Person, (ii) proceed against or exhaust any security held from the any Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the any Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary 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 Non-U.S. Guaranteed Obligations or Guaranteed Obligations, as the case may be, 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 Non-U.S. Guaranteed Obligations or 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 other Secured PartyBeneficiary’s errors or omissions in the administration of the Non-U.S. Guaranteed Obligations or 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 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-set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the applicable documentation creating Hedging Obligations or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Non-U.S. Guaranteed Obligations or Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Borrower and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment hereof, subject to the limitations applicable to certain Non-U.S. Guarantors as set out in Section 7.14. The Brazilian Guarantors hereby expressly waive, to the fullest extent allowed by the laws of Brazil, all legal benefits and rights available to them under the Obligationslaws of Brazil, including, but not limited to, inter alia the benefits and rights set forth in Articles 333, sole paragraph; 366; 827, 829; 834; 835; 837; 838 and 839 of Law No. 10,406, of January 10, 2002, as amended (the Brazilian Civil Code) and Article 595 of Law No. 5,869, of January 11, 1973, as amended (the Brazilian Civil Procedure Code).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Xerium Technologies Inc)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyGuaranteed Parties: (a) any right to require the Administrative Agent or any other Secured Guaranteed Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the applicable 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Guaranteed Party in favor of the Borrower any Borrower, any such other guarantor or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Guaranteed 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 guarantor (including any other Guarantor) including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the any Borrower or any such other Guarantor guarantor from any cause other than payment Payment in full Full of the applicable 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 other Secured Guaranteed Party’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 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 the Administrative Agent or any other Secured Guaranteed Party protect, secure, perfect or insure any security interest or lien Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, or under any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Borrower and notices of any of the matters referred to in Section 10.4 7.04 and any right to consent to any thereof; and (g) any defenses (other than defense of payment or performance in full) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit Agreement (PVH Corp. /De/)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries, to the fullest extent permitted by applicable law: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the any Borrower, any other guarantor (including any other Guarantor) of the 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the any Borrower or any other Person, Person or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary 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 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 from any cause other than payment in full of the 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 other Secured PartyBeneficiary’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 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, counterclaims and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; , (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Borrower and notices of any of the matters referred to in Section 10.4 9.4 and any right to consent to any thereof; and , (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof and (h) any right, beneficios de orden, excusión, división, quita, novación and espera that might be available to it under Articles 2813, 2814, 2815, 2817, 2818, 2820, 2821, 2822, 2823, 2840, 2844, 2845, 2846, 2847, 2848, 2849 and other than Full Payment related articles of the ObligationsCódigo Civil Federal of México and all other similar articles in the Códigos Civiles of the Federal District and the States of México. Each Guarantor represents that it is familiar with the contents of the articles referred to in the preceding sentence and agrees that they need not be reproduced herein.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured Party: Lender:
(a) any right to require the Administrative Agent or any other Secured PartyLender, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerBorrowers, or any of them, any other guarantor (including any other Guarantor) of the Guaranteed Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerBorrowers, or any of them, any such other guarantor (including any other Guarantor) of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Lender in favor of the Borrower Borrowers, or any of them, or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Lender whatsoever; ;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Borrowers, or any other Guarantor including of them, including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Borrowers, or any other Guarantor of them, from any cause other than indefeasible payment in full of the Guaranteed 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 Administrative Agent’s or any other Secured Party’s Lender's errors or omissions in the administration of the Guaranteed 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 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 the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; equitable
(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 default hereunder under the Credit Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrowers, or any of them, and notices of any of the matters referred to in Section 10.4 subsection 2.3 and any right to consent to any thereof; and and
(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of this Guaranty, including without limitation if and to the Obligationsextent applicable, the provisions of California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2846, 2849, 2850, 2899 and 3433.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent Secured Party and each other Secured Party: the Holders, to the extent permitted by applicable law:
(a) any right to require the Administrative Agent or any other Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrowerany Company Party, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrowerany Company Party, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower any Company Party, any such other guarantor or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 Company Party including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Party from any cause other than payment in full of the 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 other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to gross negligence, bad faith; (e)faith 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 such Guarantor’s obligations hereunderhereunder (other than the occurrence of the Termination Date or a release of such Guarantor in accordance with the Note Documents), (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 the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; ;
(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 default hereunder under the Note Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Company Party and notices of any of the matters referred to in Section 10.4 2.4 and any right to consent to any thereof; and ;
(g) any defenses (other than the defense of payment or release in accordance with the Note Documents) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of this Guaranty;
(h) any defense based upon the ObligationsSecured Party’s failure to mitigate damages, except behavior which amounts to gross negligence, bad faith or willful misconduct; and
(i) all rights to insist upon, plead or in any manner claim or take the benefit or advantage of any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or hereafter in force, which may delay, prevent or otherwise affect the performance by any Guarantor of its obligations under, or the enforcement by the Secured Party of, this Guaranty.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerBorrowers, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, or (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Borrowers or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Borrowers or any other Guarantor from any cause other than payment in full of the 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 other Secured PartyBeneficiary’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 such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, and (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrowers and notices of any of the matters referred to in Section 10.4 7.04 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i1) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii2) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii3) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Loan Party or any other Person, or (iv4) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured PartyBeneficiary’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) 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 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-set offs, recoupments and counterclaims, and (iviii) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; , and (fiv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Secured Swap Agreements, the Secured Cash Management Services Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 7.3 and any right to consent to any thereof; and (gf) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof hereof, in each case other than Full Payment the indefeasible payment in full of the Guaranteed Obligations.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Pinterest, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyLender: (a) any right to require the Administrative Agent or any other Secured PartyLender, 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 Guaranteed Obligations Guarantor or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor Guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Lender in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Payment in full of the Guaranteed ObligationsFull; (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 other Secured PartyLender’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts is determined by a final nonappealable judgment by a court of competent jurisdiction to have resulted from bad faithfaith or gross negligence; (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 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 the Administrative Agent or any other Secured Party Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related theretohereunder, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Guaranty (Fat Brands, Inc)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyParties: (a) any right to require the Administrative Agent or any other Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerBorrowers, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerBorrowers, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower any Loan Party or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Borrowers or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Borrowers or any other Guarantor from any cause other than payment in full of the 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 other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith, willful misconduct or gross negligence; (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 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 the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Secured Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrowers and notices of any of the matters referred to in Section 10.4 8.04 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (BJ Services, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (ai) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (iA) proceed against the Borrower, any other guarantor (including any other Guarantor, Holdings or any Subsidiary Guarantor) of the Guaranteed Obligations Obligations, or any other Person, (iiB) proceed against or exhaust any security held from the Borrower, any such other guarantor guarantor, or any other Person, (iiiC) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower or any other Person, or (ivD) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary whatsoever; , (bii) any defense arising by reason of the incapacity, lack of authority authority, or any disability or other defense of the Borrower Borrower, any other Loan Party or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Borrower, any other Loan Party or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; , (ciii) 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; , (div) any defense based upon the Administrative Agent’s or any other Secured PartyBeneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; , (e)
v) (iA) 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 such Guarantor’s obligations hereunder, (iiB) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iiiC) any rights to set-offs, recoupments recoupments, and counterclaims, and (ivD) promptness, diligence diligence, and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect perfect, or insure any security interest or lien or any property subject thereto; , (fvi) notices, demands, presentments, protests, notices of protest, notices of dishonor dishonor, and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, or any agreement or instrument related thereto, notices of any renewal, extension extension, or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Borrower, and notices of any of the matters referred to in Section 10.4 2(d) and any right to consent to any thereof; , and (gvii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, sureties or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Parent Guaranty and Collateral Agreement (Franchise Group, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Lenders and Administrative Agent and each other Secured Party: Agent:
(a) any right to require the Administrative Agent or any other Secured PartyLenders, 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 Guaranteed Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerCompany, any such other guarantor (including any other Guarantor) of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Lender in favor of the Borrower Company or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed 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 Guaranteed 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 Administrative Agent’s 's or any other Secured Party’s Lender's errors or omissions in the administration of the Guaranteed 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 such Guarantor’s 's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; ;
(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 default hereunder under the Credit Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Guarantied Obligations or any agreement related thereto, notices any Notice of Borrowing received by Administrative Agent or any Lender, any extension of credit to Borrowers Company and notices of any of the matters referred to in Section 10.4 subsection 2.4 and any right to consent to any thereof; and and
(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of this Guaranty, including, without limitation, (i) the Obligationsprovisions of Nevada Revised Statutes Sections 40.430-40.459, 40.475 and 40.485 only to the extent permitted by Nevada Revised Statutes Section 40.495, and any successor provisions, and (ii) the provisions of Louisiana Civil Code Title XVI, including, but not limited to all rights of division and discussion and any right of any Guarantor to terminate the Guaranty under Louisiana Civil Code article 3061, it being understood that Administrative Agent and each Lender have irrevocably changed their respective position by advancing or agreeing to advance funds to Company under the Credit Agreement based upon the continued existence of this Guaranty and the grant of collateral by certain Guarantors to secure their obligations under this Guaranty.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i1) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii2) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii3) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Loan Party or any other Person, or (iv4) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured PartyBeneficiary’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) 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 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-set offs, recoupments and counterclaims, and (iviii) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; , and (fiv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Secured Swap Agreements, the Secured Cash Management Services Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 7.3 and any right to consent to any thereof; and (gf) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof hereof, in each case other than Full Payment the indefeasible payment in full of the Guaranteed Obligations.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Pinterest, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured Party: Parties:
(a) any right to require the Administrative Agent or any other Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerBorrowers, any other guarantor (including any other Guarantor) of the Guaranteed Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerBorrowers, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower Borrowers or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 Borrowers including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed 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 Borrowers from any cause other than payment in full of the Guaranteed 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 Administrative Agent’s or any other Secured Party’s 's errors or omissions in the administration of the Guaranteed 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 such Guarantor’s 's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; ;
(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 default hereunder under the Credit Agreement, the Rate Protection Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Borrowers and notices of any of the matters referred to in Section 10.4 subsection 2.4 and any right to consent to any thereof; and ;
(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of this Guaranty; and
(h) to the extent permitted under section 40.495 of the ObligationsNevada Revised Statutes, the benefits of the "One Action" rule under 40.430 of the Nevada Revised Statutes.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the anythe Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the anythe Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the anythe Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the anythe Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the anythe Borrower or any other Guarantor from any cause other than payment in full of the 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 other Secured PartyBeneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faithfaith or gross negligence; (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 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 the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Swap Contracts or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the BorrowersBorrower and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyParties: (a) any right to require the Administrative Agent or any other Secured Party, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party whatsoever, in each case other than indefeasible payment in full of the Guaranteed Obligations; (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 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 indefeasible payment in full of the 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 other Secured Party’s '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 such Guarantor’s 's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, (iii) any rights to set-set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 10.04 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligations.hereof. 10.06
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Credit Agreement (GT Advanced Technologies Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i1) proceed against the BorrowerNote Obligors, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii2) proceed against or exhaust any security held from the BorrowerNote Obligors, any such other guarantor or any other Person, (iii3) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Issuer Party or any other Person, or (iv4) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Note Obligors or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Note Obligors or any other Guarantor from any cause other than payment in full of the 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 other Secured PartyBeneficiary’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) 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 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-set offs, recoupments and counterclaims, and (iviii) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; , and (fiv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Note Obligors and notices of any of the matters referred to in Section 10.4 9(c) and any right to consent to any thereof; and (gf) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof hereof, in each case other than Full Payment the indefeasible payment in full of the Guaranteed Obligations.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Sonder Holdings Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyParties: (a) any right to require the Administrative Agent or any other Secured Party, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower any Credit Party or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 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 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 other Secured Party’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 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 the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Pari Passu Debt Agreements, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Borrower and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Nord Anglia Education, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 Guaranteed Obligations 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 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 other Secured PartyBeneficiary’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 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-set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) other than with respect to written notice of an Event of Default as provided in Section 8.1, notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof hereof. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other than Full Payment Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its respective obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Xerium Technologies Inc)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured Party: Parties, to the extent permitted by applicable law:
(a) any right to require the Administrative Agent or any other Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrowerany Loan Party, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrowerany Loan Party, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower any Loan Party, any such other guarantor or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 Loan Party including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Loan Party from any cause other than payment in full of the 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 other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)faith 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 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 the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; |
(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 default hereunder under the Loan Documents, the Specified Cash Management Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Loan Party and notices of any of the matters referred to in Section 10.4 2.4 and any right to consent to any thereof; and ;
(g) any defenses (other than the defense of payment) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of this Guaranty;
(h) any defense based upon any Secured Party’s failure to mitigate damages; and
(i) all rights to insist upon, plead or in any manner claim or take the Obligationsbenefit or advantage of any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or hereafter in force, which may delay, prevent or otherwise affect the performance by any Guarantor of its obligations under, or the enforcement by any Secured Party of, this Guaranty.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured Party: Guarantied Parties:
(a) any right to require the Administrative Agent or any other Secured Guarantied Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerCompany, any other guarantor (including any other Guarantor) of any of the Guaranteed Obligations Guarantied Obligations, or any other Person, (ii) proceed against or exhaust any security held from the BorrowerCompany, any such other guarantor (including any other Guarantor) of any of the Guarantied Obligations, or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Guarantied Party in favor of the Borrower Company or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Guarantied 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 Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of any of the Guaranteed 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 Guaranteed 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 Administrative Agent’s or any other Secured Guarantied Party’s 's errors or omissions in the administration of any of the Guaranteed Guarantied Obligations, except behavior errors or omissions which amounts amount to bad faith; (e)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 such Guarantor’s 's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Guarantied Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; ;
(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 default hereunder under any Financing Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of any of the Guaranteed Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Company and notices of any of the matters referred to in Section 10.4 subsection 2.4 and any right to consent to any thereof; and and
(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationsthis Guaranty.
Appears in 1 contract
Waivers by Guarantors. Each of the Guarantors hereby expressly waives each of the following: (i) notice of the acceptance by Lender of this Guaranty, notice of the existence, creation or non-payment of any of the Obligations, presentment, demand, notice of dishonor, protest, notice of protest, and all other notices except any specifically required by this Guaranty; (ii) any obligation Lender may have to disclose to such Guarantor hereby waivesany facts Lender now or hereafter may know or have reasonably available to it regarding Borrower or the financial condition of Borrower, whether or not Lender has a reasonable opportunity to communicate such facts or has reason to believe that any such facts are unknown to such Guarantor or materially increase the risk to such Guarantor beyond the risk such Guarantor intends to assume hereunder; such Guarantor shall be fully responsible for keeping informed of the financial condition of Borrower and of all other circumstances bearing on the risk of non-payment or non-performance of the Obligations; (iii) all diligence in collection of any of the Obligations, any obligation hereunder, or any guaranty or other security for any of the foregoing; (iv) the benefit of the Administrative Agent all appraisement, valuation, marshaling, forbearance, stay, extension, redemption, homestead, exemption and each other Secured Party: (a) any right to require the Administrative Agent moratorium laws now or any other Secured Party, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined hereafter in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party whatsoevereffect; (bv) any defense arising by reason of based on the incapacity, lack of authority authority, death or disability of any disability other person or entity or the failure of Lender to file or enforce a claim against the estate of any person or entity in any administrative, bankruptcy or other proceeding; (vi) any defense based on an election of .remedies by Lender, whether or not such election may affect in any way the recourse, subrogation or other rights of such Guarantor against Borrower or any other Guarantor including person in connection with the Obligations; (vii) any defense based on the failure of Lender to (A) provide notice to such Guarantor of a sale or arising out other disposition (including any collateral sale pursuant to the Uniform Commercial Code, as adopted in Ohio) of any of the lack of validity or the unenforceability security for any of the Guaranteed Obligations Obligations, or any agreement (B) conduct such a sale 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 disposition in full of the Guaranteed Obligationsa commercially reasonable manner; (cviii) any defense based upon on the negligence of Lender in administering the Loan, or taking or failing to take any statute action in connection therewith, or rule of law which provides based on any claim that the obligation of Lender failed to act both in good faith and in a surety must be neither larger in amount nor in other respects more burdensome than that of the principalcommercially reasonable manner; and (dix) any defense based upon the Administrative Agent’s or any other Secured Party’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 rights arising because of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder 's payment or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers and notices performance of any of the matters referred to in Section 10.4 and any right to consent to any thereof; and Obligations (gA) any defenses against Borrower, by way of subrogation of the rights of Lender or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or suretiesotherwise, or which may conflict with the terms hereof (B) against any other than Full Payment Guarantor or any other party obligated to pay or perform any of the Obligations, by way of contribution or reimbursement or otherwise.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, to the extent permitted by applicable law, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Loan Party or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured PartyBeneficiary’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 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 the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, notices under the Secured Hedging Agreements or the Secured Cash Management Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Borrower and notices of any of the matters referred to in Section 10.4 11.04 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Foresight Energy LP)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyParties: (a) any right to require the Administrative Agent or any other Secured Party, as a condition of payment or performance by such GuarantorGuarantor in respect of its obligations under this Section 7, to (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) to proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii) to proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of the Administrative Agent or any other 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 Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 in Cash of the Guaranteed 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 the Administrative Agent’s or any other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which that amounts to bad faithgross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction; (e)
) (i) any principles or provisions of law, statutory or otherwise, which that 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, counterclaims and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder under the Credit Documents, the Specified Hedge Obligations, the Specified Cash Management Obligations or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower or any other Credit Party and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Waivers by Guarantors. Each Guarantor hereby waives, to the extent permitted by applicable law, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 Person (including any other Guarantor) including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Person (including any other Guarantor) from any cause other than payment in full in Cash of the Guaranteed ObligationsObligations (other than contingent obligations not yet due and owing); (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 other Secured PartyBeneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faithfaith (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 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 the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) 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 default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Borrower and notices of any of the matters referred to in Section 10.4 7.04 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Waivers by Guarantors. Each To the extent permitted by applicable law, each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower Company or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)Guarantor
(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 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 the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Company and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Term Loan and Guaranty Agreement (Dura Automotive Systems Inc)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyParties: (ai) any right to require the Administrative Agent or any other Secured Party, as a condition of payment or performance by such Guarantor, to (i1) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii2) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii3) proceed against or have resort to any balance of any Deposit Accountdeposit, Securities Account investment or Commodities Account (each as defined in the Security Agreement) other account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person, or (iv4) pursue any other remedy in the power of the Administrative Agent or any other Secured Party whatsoever; (bii) 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 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 Guaranteed Obligations; (ciii) 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; (div) any defense based upon the Administrative Agent’s or any other Secured Party’s 's errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faithgross negligence or willful misconduct, as determined by a final, nonappealable judgment by a court of competent jurisdiction; (ev)
(i1) other than as expressly set forth in Subsection 9.20(B), 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 such Guarantor’s 's obligations hereunder, (ii2) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, (iii3) any rights to set-offs, recoupments and counterclaims, and (iv4) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (fvi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, the Secured Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers Borrower and notices of any of the matters referred to in Section 10.4 this Subsection 9.20 and any right to consent to any thereof; and (gvii) other than as expressly set forth in Subsection 9.20(B), any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, 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 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) deposit account or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party 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 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 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 other Secured Party’s 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 such Guarantor’s 's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related theretohereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Borrower and notices of any of the matters referred to in Section 10.4 5 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Second Lien Guaranty (Pacific Energy Resources LTD)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the xxx Borrower, any other guarantor (including any other Guarantor) of the 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, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the a Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary 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 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 from any cause other than payment in full of the 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 other Secured PartyBeneficiary’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 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-set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers any Borrower and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Financing Agreement (EVO Transportation & Energy Services, Inc.)
Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Administrative Agent and each other Secured PartyBeneficiaries: (a) any right to require the Administrative Agent or any other Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerIssuer, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerIssuer, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party Beneficiary in favor of the Borrower any Credit Party or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other Secured Party Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Issuer or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Issuer or any other Guarantor from any cause other than payment Payment in full Full of the 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 other Secured PartyBeneficiary’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 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 the Administrative Agent or any other Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder hereunder, under the Nomura Hedging Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers the Issuer and notices of any of the matters referred to in Section 10.4 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof other than Full Payment of the Obligationshereof.
Appears in 1 contract
Samples: Note Purchase Agreement (Inspired Entertainment, Inc.)
Waivers by Guarantors. Each Guarantor hereby waivesThe Guarantors agree that the Obligations will be paid and performed strictly in accordance with their respective terms regardless of any law, for regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the benefit rights of NSTARCOM with respect thereto. The Guarantors agree that the Guarantors’ obligations under this Guaranty shall be absolute and unconditional and shall remain in full force and effect until the Obligations shall have been paid in full. The Guarantors represent that it has discussed with its counsel the various defenses that may be available to a guarantor or surety under law, and, to the fullest extent permitted by law, the Guarantors waive each and every defense (other than payment) which may be available to it in respect of its obligations under this Guaranty and covenants that this Guaranty will not be discharged except by complete payment and performance of the Administrative Agent Obligations as provided above. Without limiting the foregoing, the Guarantors waive presentment, demand, protest, notice of acceptance, notice of obligations incurred and each all other Secured Party: (a) notices and demands of any kind, all defenses which may be available by virtue of any stay, moratorium law or other similar law now or hereafter in effect, any requirement to proceed first against the Obligor, any right to require the Administrative Agent marshaling of assets of the Obligor, and all suretyship defenses generally and any defenses in the nature thereof. Without limiting the generality of the foregoing, the Guarantors agree to the provisions of any agreement evidencing, or otherwise executed in connection with, any other Secured PartyObligation and agrees that the obligations of the Guarantors hereunder shall not be released or discharged, as a condition of payment in whole or performance in part, or otherwise affected by such Guarantor, to (i) proceed the failure of NSTARCOM to assert any claim or demand or to enforce any right or remedy against the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, Obligor; (ii) proceed against any extensions or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance renewals of any Deposit Account, Securities Account Obligation; or Commodities Account (each as defined in the Security Agreement) or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any other 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 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 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 other Secured Party’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 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-offsrescissions, recoupments and counterclaimswaivers, and (iv) promptness, diligence and any requirement that the Administrative Agent amendments or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers and notices modifications of any of the matters referred to in Section 10.4 and terms or provisions of any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or suretiesagreement evidencing, or which may conflict with the terms hereof other than Full Payment otherwise executed in connection with, any Obligation. The Guarantors acknowledge and agree that it has made such investigation as it deems desirable of the Obligationsrisks undertaken in entering into this Guaranty and hereby waives any obligation on your part to inform it of such risks or changes therein or of matters affecting the business, operations, or condition, financial or otherwise, of the Obligor.
Appears in 1 contract
Samples: Guaranty (RCN Corp /De/)
