Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e) (1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor and notices of any of the matters referred to in Section 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.
Appears in 6 contracts
Samples: Superpriority Secured Debtor in Possession Credit and Guaranty Agreement (GWG Holdings, Inc.), Superpriority Secured Debtor in Possession Credit and Guaranty Agreement (GWG Holdings, Inc.), Superpriority Secured Debtor in Possession Credit and Guaranty Agreement (GWG Holdings, Inc.)
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents Documents, any Hedge Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor Credit Party and notices of any of the matters referred to in Section 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.
Appears in 6 contracts
Samples: Term Credit and Guaranty Agreement (QualTek Services Inc.), Restructuring Support Agreement (QualTek Services Inc.), Term Credit and Guaranty Agreement (QualTek Services Inc.)
Waivers by the Guarantors. Each Guarantor hereby waiveswaives with respect to the Guarantied Obligations, for the benefit of the Secured Parties: Administrative Agent and the Lenders:
(a) any right to require the Administrative Agent or any Secured PartyLender, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7Guarantor, to (i) to proceed against the Borrowerany Guarantor, any other guarantor (including any other Guarantor) of the Guarantied Obligations or any other Person, (ii) to proceed against or exhaust any security held from the Borrowersuch Guarantor, any such other guarantor of the Guarantied Obligations or any other Person, (iii) to proceed against or have resort to any balance of any deposit account or credit on the books of the Administrative Agent or any Secured Party Lender in favor of any Credit Party such Guarantor or any other Person, or (iv) to pursue any other remedy in the power of the Administrative Agent or any 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 Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other such Guarantor from any cause other than indefeasible payment in full in Cash of the Guarantied Obligations; ;
(c) any defense based upon any statute or rule of law that 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 Secured PartyLender’s errors or omissions in the administration of the Guarantied Obligations; (e), except behavior which amounts to bad faith;
(1i) any principles or provisions of any law that law, statutory or otherwise, which are or might be in conflict with the terms hereof or of this Guaranty and any legal or equitable discharge of such any Guarantor’s obligations hereunder, (2ii) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder or the enforcement hereof, (3iii) any rights to set-offs, recoupments and counterclaims counterclaims, and (4iv) promptness, diligence and any requirement that the Administrative Agent or any 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 under the Credit Documents Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor and notices of any of the matters referred to in Section 7.3 2 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 hereofof this Guaranty.
Appears in 4 contracts
Samples: Credit Agreement (McKesson Corp), Credit Agreement, Credit Agreement (McKesson Corp)
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, Person or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents or any Specified Hedge Agreement or any Specified Cash Management Services Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor Credit Party and notices of any of the matters referred to in Section 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.
Appears in 4 contracts
Samples: Abl Credit and Guaranty Agreement (PetIQ, Inc.), Term Credit and Guaranty Agreement (PetIQ, Inc.), Abl Credit and Guaranty Agreement (PetIQ, Inc.)
Waivers by the Guarantors. (a) Each Guarantor hereby irrevocably and unconditionally waives, for to the benefit fullest extent permitted by Applicable Law: (i) notice of acceptance of the Secured Parties: Guaranty provided in this Article and notice of any liability to which this Guaranty may apply, (aii) all notices that may be required by Applicable Law or otherwise to preserve intact any rights of the Lender against the Borrower and/or any other Guarantor, including any demand, presentment, protest, proof of notice of non-payment, notice of any failure on the part of the Borrower and/or any other Guarantor to perform and comply with any covenant, agreement, term, condition or provision of any agreement and any other notice to any other party that may be liable in respect of the Obligations guaranteed hereby (including the Borrower, any other Guarantor and any other guarantor thereof from time to time) except any of the foregoing as may be expressly required hereunder, (iii) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) to proceed against or exhaust any security held from for the Borrower, any such other guarantor or any other Person, (iii) to proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of any Credit Party or any other PersonObligations, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; the Lender whatsoever and (biv) any defense arising by reason of requirement that the incapacityLender exhaust any right, lack of authority power, privilege or remedy, or mitigate any disability damages resulting from a default, under any Loan Document, or other defense of the Borrower proceed to take any action against a Loan Party or any other Guarantor, including any defense based on Person under or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)
(1) any principles or provisions respect of any law that are Loan Document or might be in conflict with the terms hereof otherwise, or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure ensure any security interest Lien on any collateral.
(b) If, and to the extent that, Brazilian law shall be deemed to apply to any or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices all of any action or inactionBrazilian Guarantor’s obligations hereunder, including acceptance hereoffor those purposes:
(i) each Brazilian Guarantor agrees that its obligations to make payment hereunder shall be deemed to be a first demand obligation (garantia exigível à primeira demanda) to fulfill and comply with, notices as a joint and several responsibility (responsabilidade solidária), all of default the outstanding obligations assumed by the Borrower under the Credit Documents or any agreement or instrument related theretoAgreement, notices in the capacity of any renewala “FIADOR E PRINCIPAL PAGADOR, extension or modification solidariamente responsável” with the Borrower, in connection therewith. In addition, for such purposes, each Brazilian Guarantor hereby expressly (A) waives and renounces the benefit of order (benefício de ordem) of demanding and rights provided by the Brazilian Civil Code (Law 10,406/02), specifically in accordance with Articles 827 et seq. of the Obligations or any agreement related theretoBrazilian Civil Code and (ii) recognizes that this Guaranty shall not be considered as a limited instrument of guarantee, notices for the purposes of any extension of credit to the Borrower or any other Guarantor and notices of any Article 822 of the matters referred to in Section 7.3 and any right to consent to any thereofBrazilian Civil Code; 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
Appears in 1 contract
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)
) (1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents Documents, any Hedge Agreement or any Specified Cash Management Services Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor and notices of any of the matters referred to in Section 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.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (Fusion Connect, Inc.)
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured PartiesBeneficiaries: (a) any right to require any Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7Guarantor, to (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the Obligations Guarantor 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 Deposit Account or credit on the books of any Secured Party Beneficiary in favor of any Credit Party the Borrower or any other Person, or (iv) to pursue any other remedy in the power of any 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, 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 that which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)Uniti – Bridge Loan and Security Agreement #97751373v29
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3i) any rights to set-offs, recoupments and counterclaims and (4ii) promptness, diligence and any requirement that any Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien Lien or any property subject thereto; and (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default under the Credit Documents 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 the Borrower or any other Guarantor and notices of any of the matters referred to in Section 7.3 14.3 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.
Appears in 1 contract
Samples: Bridge Loan and Security Agreement (Uniti Group Inc.)
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured PartiesBeneficiaries: (a) any right to require any Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7Guarantor, to (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the Obligations Guarantor 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 Deposit Account or credit on the books of any Secured Party Beneficiary in favor of any Credit Party the Borrower or any other Person, or (iv) to pursue any other remedy in the power of any 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, 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 that which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)Uniti – Bridge Loan and Security Agreement
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3i) any rights to set-offs, recoupments and counterclaims and (4ii) promptness, diligence and any requirement that any Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien Lien or any property subject thereto; and (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default under the Credit Documents 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 the Borrower or any other Guarantor and notices of any of the matters referred to in Section 7.3 14.3 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.
Appears in 1 contract
Samples: Bridge Loan and Security Agreement (Uniti Group Inc.)
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, Person or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)any
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents or any Specified Hedge Agreement or any Specified Cash Management Services Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor Credit Party and notices of any of the matters referred to in Section 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.
Appears in 1 contract
Waivers by the Guarantors. Each Guarantor hereby waivesagrees that the Obligations may be extended, for the benefit renewed, refinanced, altered or otherwise modified from time to time, in whole or in part, without notice to or further assent from any Guarantor, and that each Guarantor will remain bound under this Guaranty notwithstanding any extension, renewal, refinancing, alteration or other modification of the Secured Parties: Obligations. Further, to the extent and upon the conditions permitted under the Credit Agreement and without notice to or authorization from any Guarantor and without affecting or impairing any obligations hereunder, the Lender Parties may (a) renew, compromise, extend, increase, accelerate or otherwise change the time or manner for making of advances, provision of other financial accommodations (including issuances of Letters of Credit), or the payment or performance of all or any portion of the Obligations, (b) increase or reduce the rate of interest or amount of principal payable on the Advances or the Obligations, (c) release, substitute or add any one or more guarantors or endorsers, accept additional or substituted security for payment or performance of the Obligations, or release or subordinate any security therefor, (d) apply any such security and direct the order or manner of sale thereof as the Administrative Agent in its discretion may determine, and (e) resort to each Guarantor for payment or performance of all or any portion of the Obligations, whether or not any Lender Party shall have resorted to any property securing the Obligations or shall have proceeded against the Borrower or any party primarily or secondarily liable for the Obligations. Each Guarantor agrees that this Guaranty constitutes a guaranty of payment when due and not of collection only and waives presentation of any instrument, demand for payment, protest, notice of non-payment, promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, any collateral held as security therefor, or this Guaranty. To the extent permitted by applicable law, the obligations of each Guarantor under this Guaranty shall not be discharged, impaired or otherwise affected by:
(a) the failure of any Lender Party or any other Person to assert or delay in asserting any claim or demand or to enforce or delay in enforcing any right or remedy against the Borrower or any other surety or guarantor under the provisions of the Credit Agreement or any other Loan Document or any other agreement or otherwise;
(b) any direction of application of payment by the Borrower or any other Person or any extension or renewal of any provision of the Credit Agreement, any other Loan Document or any other instrument or agreement executed pursuant to the Credit Agreement;
(c) any rescission, waiver, amendment or modification of any of the terms or provisions of, or the release or discharge of any party to, the Credit Agreement, any other Loan Document or any other instrument or agreement executed in connection therewith;
(d) the taking and holding of security or collateral for the payment of the Obligations or the failure to take or perfect any security interest in, or to take any actions with respect to, or the sale (whether or not in a commercially reasonable manner), exchange, release or discharge of, or the acceptance of an assignment or deed in lieu of foreclosure with respect to, any of the security held by the Administrative Agent or any other Lender Party or any other Person for the Obligations, including, without limitation, any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) Lender Party to proceed against or exhaust its recourse against the Borrower or any security or collateral held from by the Borrower, Lender Party at any such other guarantor time or any other Person, (iii) to proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in its power before being entitled to payment from or performance by each Guarantor of the power of Obligations or before proceeding against any Secured Party whatsoever; Guarantor;
(be) any defense arising by reason of bankruptcy, insolvency, reorganization, arrangement, adjustment, composition, liquidation or the incapacity, lack of authority or any disability or other defense like of the Borrower or any other Guarantorsurety or guarantor or any actions taken therein, including including, without limitation (i) any defense based on or arising out Lender Party's election, in any proceeding instituted under the Bankruptcy Code, of the lack application of validity Section 1111 (b)(2) of the Bankruptcy Code, (ii) any borrowing or grant of a security interest by the unenforceability Borrower or any other surety or guarantor as debtor-in-possession under Section 364 of the Bankruptcy Code, or (iii) the failure by any Lender Party to file a proof of claim for the repayment of any of the Obligations or the disallowance of any such claim;
(f) any circumstance (including, without limitation, the running of any statute of limitations), act, omission or delay which may or might in any manner or to any extent vary the risk of each Guarantor or which may constitute a defense available to, or a discharge of, the Borrower, each Guarantor or any other surety or guarantor or which might otherwise diminish or impair any of the obligations of any Guarantor or give any Guarantor, or any other Person any recourse against the Obligations;
(g) any release or limitation on the liability of anyone who may be liable in any manner for the payment of any amounts owed by each Guarantor, the Borrower or any other surety or guarantor to any Lender Party;
(h) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of any Guarantor, the Borrower or instrument relating thereto any other surety or guarantor are subordinated to the claims of the Lender Parties;
(i) any merger or consolidation of the Borrower into or with any other Person, or any sale, lease or transfer of any or all of the assets of the Borrower;
(j) any incapacity or lack of authority of the Borrower, any Guarantor, any other surety or guarantor or any other Person;
(k) the revocation or repudiation hereof by each Guarantor or the revocation or repudiation of any of the other Loan Documents by the Borrower, any other surety or guarantor or any other Person; or
(l) the absence of any notice to, consent of, or knowledge by, each Guarantor of any of the matters or events set forth in the foregoing subparagraphs (a) through (k). To the extent permitted by applicable law, the obligations of each Guarantor under this Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full of all of the Obligations (other than Surviving Indemnities)), including, without limitation, any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the cessation invalidity, illegality, or unenforceability of any of the liability Obligations, the Credit Agreement or of any of the other Loan Documents, discharge of the Borrower or any other Guarantor surety or guarantor from any cause other than payment in full in Cash of the Obligations; (c) any defense based upon any law that provides that the obligation of Obligations in a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors bankruptcy or omissions in the administration of the Obligations; (e)similar proceeding.
(1) the Lender Parties may collect from each Guarantor without first foreclosing on any principles real or provisions of any law that are or might be in conflict with personal property collateral pledged by the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, Borrower; (2) the benefit amount of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereofObligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (3) the Lender Parties may collect from each Guarantor even if the Lender Parties, by foreclosing on the real property collateral, have destroyed any right any Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights to set-offsand defenses each Guarantor may have because the Obligations are secured by real property. These rights and defenses include, recoupments and counterclaims and (4) promptnessbut are not limited to, diligence and any requirement that any Secured Party protectrights or defenses based upon Section 580a, secure580b, perfect 580d, 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 under the Credit Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification 726 of the Obligations or any agreement related theretoCode of Civil Procedure. Each Guarantor waives all rights and defenses arising out of an election of remedies by the Lender Parties, notices even though that election of any extension remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed each Guarantor's rights of credit to subrogation and reimbursement against the Borrower or any other Guarantor and notices by the operation of any Section 580d of the matters referred to in Section 7.3 and any right to consent to any thereof; and (g) any defenses Code of Civil Procedure 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 hereofotherwise.
Appears in 1 contract
Waivers by the Guarantors. (a) Each Guarantor hereby irrevocably and unconditionally waives, for to the benefit fullest extent permitted by Applicable Law: (i) notice of acceptance of the Secured Parties: Guaranty provided in this Article and notice of any liability to which this Guaranty may apply, (aii) all notices that may be required by Applicable Law or otherwise to preserve intact any rights of the Lender against the Borrower and/or any other Guarantor, including any demand, presentment, protest, proof of notice of non-payment, notice of any failure on the part of the Borrower and/or any other Guarantor to perform and comply with any covenant, agreement, term, condition or provision of any agreement and any other notice to any other party that may be liable in respect of the Obligations guaranteed hereby (including the Borrower, any other Guarantor and any other guarantor thereof from time to time) except any of the foregoing as may be expressly required hereunder, (iii) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) to proceed against or exhaust any security held from for the Borrower, any such other guarantor or any other Person, (iii) to proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of any Credit Party or any other PersonObligations, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; the Lender whatsoever and (biv) any defense arising by reason of requirement that the incapacityLender exhaust any right, lack of authority power, privilege or remedy, or mitigate any disability damages resulting from a default, under any Loan Document, or other defense of the Borrower proceed to take any action against a Loan Party or any other Guarantor, including any defense based on Person under or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)
(1) any principles or provisions respect of any law that are Loan Document or might be in conflict with the terms hereof otherwise, or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure ensure any security interest Lien on any collateral.
(b) If, and to the extent that, Brazilian law shall be deemed to apply to any or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices all of any action or inactionBrazilian Guarantor’s obligations hereunder, including acceptance hereoffor those purposes:
(i) each Brazilian Guarantor agrees that its obligations to make payment hereunder shall be deemed to be a first demand obligation (garantia exigível à primeira demanda) to fulfill and comply with, notices as a joint and several responsibility (responsabilidade solidaria), all of default the outstanding obligations assumed by the Borrower under the Credit Documents or any agreement or instrument related theretoAgreement, notices in the capacity of any renewala “FIADOR E PRINCIPAL PAGADOR, extension or modification solidariamente responsàvel” with the Borrower, in connection therewith. In addition, for such purposes, each Brazilian Guarantor hereby expressly (A) waives and renounces the benefit of order (beneficio de ordem) of demanding and rights provided by the Brazilian Civil Code (Law 10,406/02), specifically in accordance with Articles 827 et seq. of the Obligations or any agreement related theretoBrazilian Civil Code and (ii) recognizes that this Guaranty shall not be considered as a limited instrument of guarantee, notices for the purposes of any extension of credit to the Borrower or any other Guarantor and notices of any Article 822 of the matters referred to in Section 7.3 and any right to consent to any thereofBrazilian Civil Code; 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
Appears in 1 contract
Waivers by the Guarantors. (a) Each Guarantor hereby irrevocably and unconditionally waives, for to the benefit fullest extent permitted by Applicable Law: (i) notice of acceptance of the Secured Parties: Guaranty provided in this Article and notice of any liability to which this Guaranty may apply, (aii) all notices that may be required by Applicable Law or otherwise to preserve intact any rights of the Lender against the Borrower and/or any other Guarantor, including any demand, presentment, protest, proof of notice of non-payment, notice of any failure on the part of the Borrower and/or any other Guarantor to perform and comply with any covenant, agreement, term, condition or provision of any agreement and any other notice to any other party that may be liable in respect of the Obligations guaranteed hereby (including the Borrower, any other Guarantor and any other guarantor thereof from time to time) except any of the foregoing as may be expressly required hereunder, (iii) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) to proceed against or exhaust any security held from for the Borrower, any such other guarantor or any other Person, (iii) to proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of any Credit Party or any other PersonObligations, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; the Lender whatsoever and (biv) any defense arising by reason of requirement that the incapacityLender exhaust any right, lack of authority power, privilege or remedy, or mitigate any disability damages resulting from a default, under any Loan Document, or other defense of the Borrower proceed to take any action against a Loan Party or any other Guarantor, including any defense based on Person under or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)
(1) any principles or provisions respect of any law that are Loan Document or might be in conflict with the terms hereof otherwise, or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure ensure any security interest Lien on any collateral.
(b) If, and to the extent that, Brazilian law shall be deemed to apply to any or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices all of any action or inactionBrazilian Guarantor’s obligations hereunder, including acceptance hereoffor those purposes:
(i) each Brazilian Guarantor agrees that its obligations to make payment hereunder shall be deemed to be a first demand obligation (garantia exigível à primeira demanda) to fulfill and comply with, notices of default under the Credit Documents or any agreement or instrument related theretoas a joint and several responsibility (responsabilidade solidária), notices of any renewal, extension or modification all of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor and notices of any of the matters referred to in Section 7.3 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded outstanding obligations assumed by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.the
Appears in 1 contract
Waivers by the Guarantors. Each The Guarantor hereby waives, for the benefit of Blue Torch, to the Secured Parties: fullest extent permitted by applicable law:
(ai) any right to require Blue Torch or any Secured Partyother Person, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7the Guarantor, to (iA) to proceed against the BorrowerBorrowers, any other guarantor (including any other Guarantor) of the Obligations Loan Party or any other Person, (iiB) to proceed against or exhaust any security held from the BorrowerBorrowers, any such other guarantor Loan Party, the Guarantor or any other Person, (iiiC) to proceed against or have resort to any balance of any deposit account or credit on the books of Blue Torch or any Secured Party other Person in favor of the Borrowers, any Credit other Loan Party or any other Person, or (ivD) to pursue any other remedy in the power of Blue Torch or any Secured Party other Person 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 GuarantorBorrowers, including including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating related thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Borrowers from any cause other than payment and performance in full in Cash of the Obligations; ;
(ciii) any defense based upon any statute or rule of law that 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 any Secured Party’s errors or omissions in the administration of the Tranche A-1 Term Loans or any other Obligations; (e);
(1v) (A) any principles or provisions of any law that law, statutory or otherwise, which are or might be in conflict with the terms hereof or of this Guaranty and any legal or equitable discharge of such the Guarantor’s obligations hereunderhereunder (other than payment and performance of the X. Xxxxx Obligations in full), (2B) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder or the enforcement hereof, (3C) any rights to set-offs, recoupments and counterclaims which may at any time be available to or be asserted by any Borrower or any other Person against Blue Torch or any other Person, including without limitation any defenses available to a surety (all of which defenses are hereby waived), and (4D) promptness, diligence and any requirement that Blue Torch or any Secured Party other Person protect, secure, perfect or insure any security interest or lien or any property subject thereto; ;
(fvi) except as otherwise expressly required under Sections 2 hereof, notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default under the Credit Documents other Loan Documents, this Guarnty or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor and notices of any of the matters referred to in Section 7.3 Borrowers and any right to consent to any thereof; and ;
(gvii) any defenses release, discharge, modification, impairment or limitation of the liability of the Borrowers to Blue Torch or any other Person, whether consented to by Blue Torch or any other Person, consensual or arising by operation of law or any proceedings in bankruptcy or reorganization or from any other cause;
(viii) any defense based on any rejection or disaffirmance of the Obligations, or any part thereof, or any security held therefor, in any such proceedings in bankruptcy or reorganization;
(ix) any defense based on any action taken or omitted by Blue Torch or any other Person in any proceedings in bankruptcy or reorganization involving any Borrower, any other Loan Party or any other Person, including without limitation any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by Blue Torch to any Borrower in any proceedings in bankruptcy or reorganization and the taking and holding by Blue Torch of any security for any such extension of credit; and
(x) any defense 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 hereofof this Guaranty, other than payment and performance of the X. Xxxxx Obligations in full.
Appears in 1 contract
Waivers by the Guarantors. Each Guarantor hereby waives, for to the benefit maximum extent permitted by any Requirement of the Secured PartiesLaw: (ai) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7Guarantor, to (iA) to proceed against any of the BorrowerBorrowers, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) to proceed against or exhaust any security held from the BorrowerGuarantors, any such other guarantor or any other Person, (iiiB) to proceed against or exhaust any collateral security held from any of the Borrowers, any of the Guarantors, any other guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of any Secured Party in favor of any Credit Party Borrower or any other Person, or (ivD) to pursue any other remedy in the power of any Secured Party whatsoever; (bii) 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 Revolving Credit Agreement or any other Loan Document, any of the Secured Obligations or any agreement or instrument relating thereto or any other collateral security therefor or guaranty or right of offset with respect thereto, at any time or from time to time, held by any Secured Party or by reason of the cessation of the liability of any of the Borrower Borrowers or any other Guarantor from any cause other than indefeasible payment in full in Cash of the Secured Obligations; (ciii) any defense based upon any statute or rule of law that 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 any Secured Party’s errors or omissions in the administration of the Secured Obligations, except behavior which amounts to bad faith or gross negligence; (ev)
(1A) any principles or provisions of any law that law, statutory or otherwise, which are or might be in conflict with the terms hereof or and any legal or equitable discharge of such Guarantor’s obligations hereunder, (2B) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3C) any rights to set-offs, recoupments and counterclaims counterclaims, and (4D) promptness, diligence and any requirement that any 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 under the Credit Documents or nonpayment pursuant to any Loan Document or any agreement or instrument related thereto, notices of any creation, renewal, extension extension, accrual or modification of the Secured Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor Borrowers and notices of any of the matters referred to in Section 7.3 2(e) 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, or which may conflict with the terms hereof. For the avoidance of doubt, notwithstanding anything contained herein to the contrary, in no event shall the Guarantors waive the defense of payment in full of the Secured Obligations.
Appears in 1 contract
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)the
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or and any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents Documents, any Hedge Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or Borrower, any other Guarantor Credit Party or Alon Assets and notices of any of the matters referred to in Section 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.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Alon USA Partners, LP)
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)DMFIRM #406105327 v2 181
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents Documents, any Hedge Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor Credit Party and notices of any of the matters referred to in Section 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.
Appears in 1 contract
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents Documents, any Hedge Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor Credit Party and notices of any of the matters referred to in Section 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.
Appears in 1 contract
Samples: Term Credit and Guaranty Agreement (QualTek Services Inc.)
Waivers by the Guarantors. (a) Each Guarantor hereby irrevocably and unconditionally waives, for to the benefit fullest extent permitted by Applicable Law: (i) notice of acceptance of the Secured Parties: Guaranty provided in this Article and notice of any liability to which this Guaranty may apply, (aii) all notices that may be required by Applicable Law or otherwise to preserve intact any rights of the Lender against the Borrower and/or any other Guarantor, including any demand, presentment, protest, proof of notice of non-payment, notice of any failure on the part of the Borrower and/or any other Guarantor to perform and comply with any covenant, agreement, term, condition or provision of any agreement and any other notice to any other party that may be liable in respect of the Obligations guaranteed hereby (including the Borrower, any other Guarantor and any other guarantor thereof from time to time) except any of the foregoing as may be expressly required hereunder, (iii) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) to proceed against or exhaust any security held from for the Borrower, any such other guarantor or any other Person, (iii) to proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of any Credit Party or any other PersonObligations, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; the Lender whatsoever and (biv) any defense arising by reason of requirement that the incapacityLender exhaust any right, lack of authority power, privilege or remedy, or mitigate any disability damages resulting from a default, under any Loan Document, or other defense of the Borrower proceed to take any action against a Loan Party or any other Guarantor, including any defense based on Person under or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)
(1) any principles or provisions respect of any law that are Loan Document or might be in conflict with the terms hereof otherwise, or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure ensure any security interest Lien on any collateral.
(b) If, and to the extent that, Brazilian law shall be deemed to apply to any or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices all of any action or inactionBrazilian Guarantor’s obligations hereunder, including acceptance hereoffor those purposes:
(i) each Brazilian Guarantor agrees that its obligations to make payment hereunder shall be deemed to be a first demand obligation (garantia exigível à primeira demanda) to fulfill and comply with, notices of default under the Credit Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor as a joint and notices of any of the matters referred to in Section 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.several responsibility
Appears in 1 contract
Waivers by the Guarantors. Each Guarantor hereby waives, for to the benefit maximum extent permitted by Requirement of the Secured PartiesLaw: (ai) any right to require any Secured PartyCreditor, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7Guarantor, to (iA) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) to proceed against or exhaust any security held from the BorrowerGuarantors, any such other guarantor or any other Person, (iiiB) to proceed against or exhaust any collateral security held from the Borrower, any of the Guarantors, any other guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of any Secured Party Creditor in favor of any Credit Party the Borrower or any other Person, or (ivD) to pursue any other remedy in the power of any Secured Party Creditor 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 including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Credit Agreement or any other Loan Document, any of the Secured Obligations or any agreement or instrument relating thereto or any other collateral security therefor or guaranty or right of offset with respect thereto, at any time or from time to time, held by any Secured Creditor 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 in Cash of the Secured Obligations; (ciii) any defense based upon any statute or rule of law that 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 any Secured Party’s Creditor's errors or omissions in the administration of the Secured Obligations, except behavior which amounts to bad faith; (ev)
(1A) any principles or provisions of any law that law, statutory or otherwise, which are or might be in conflict with the terms hereof or and any legal or equitable discharge of such Guarantor’s 's obligations hereunder, (2B) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, (3C) any rights to set-offs, recoupments and counterclaims counterclaims, and (4D) promptness, diligence and any requirement that any Secured Party Creditor 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 under the Credit Documents or nonpayment pursuant to any Loan Document or any agreement or instrument related thereto, notices of any creation, renewal, extension extension, accrual or modification of the Secured Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor and notices of any of the matters referred to in Section 7.3 2(e) 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, or which may conflict with the terms hereof.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Steiner Leisure LTD)
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents Documents, any Designated Hedge Agreement, any Designated Cash Management Services Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor Credit Party and notices of any of the matters referred to in Section 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.
Appears in 1 contract
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 cash of the Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or and any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offsset‑offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents Documents, any Hedge Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor Credit Party and notices of any of the matters referred to in Section 7.3 and any right to consent to any thereof; and (g) any defenses or [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] 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.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Alon USA Energy, Inc.)
Waivers by the Guarantors. Each The Guarantor hereby waives, for the benefit of the Secured Parties: Administrative Agent and the Lenders, to the fullest extent permitted by applicable law:
(ai) any right to require the Administrative Agent or any Secured PartyLender, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7the Guarantor, to (iA) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the Obligations Loan Party or any other Person, (iiB) to proceed against or exhaust any security held from the Borrower, any such other guarantor Loan Party, the Guarantor or any other Person, (iiiC) to proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party Lender in favor of the Borrower, any Credit other Loan Party or any other Person, or (ivD) to pursue any other remedy in the power of the Administrative Agent or any Secured Party Lender 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 GuarantorBorrower, including including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating related thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment and performance in full in Cash of the Obligations; Obligations or termination pursuant to Section 3.07 hereof;
(ciii) any defense based upon any statute or rule of law that 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 Secured PartyLender’s errors or omissions in the administration of the Obligations; (e)Loans;
(1A) any principles or provisions of any law that law, statutory or otherwise, which are or might be in conflict with the terms hereof or of this Guaranty and any legal or equitable discharge of such the Guarantor’s obligations hereunderhereunder (other than payment, performance and completion of the X. Xxxxx Obligations in full or termination pursuant to Section 3.07 hereof), (2B) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder or the enforcement hereof, (3C) any rights to set-offs, recoupments and counterclaims which may at any time be available to or be asserted by the Borrower or any other Person against the Administrative Agent or any Lender, including without limitation any defenses available to a surety (all of which defenses are hereby waived), and (4D) promptness, diligence and any requirement that the Administrative Agent or any Secured Party Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; ;
(fvi) except as otherwise expressly required under Sections 1, 2 and 3.07 hereof, notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default under the Credit other Loan Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor and notices of any of the matters referred to in Section 7.3 and any right to consent to any thereof; and ;
(gvii) any defenses release, discharge, modification, impairment or limitation of the liability of the Borrower to the Administrative Agent or any Lender, whether consented to by the Administrative Agent, the Required Lenders or the Lenders, as the case may be, consensual or arising by operation of law or any proceedings in bankruptcy or reorganization or from any other cause;
(viii) any defense based on any rejection or disaffirmance of the Obligations, or any part thereof, or any security held therefor, in any such proceedings in bankruptcy or reorganization;
(ix) any defense based on any action taken or omitted by the Administrative Agent or any Lender in any proceedings in bankruptcy or reorganization involving the Borrower or other Loan Party, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by any Lender to the Borrower in any proceedings in bankruptcy or reorganization and the taking and holding by the Administrative Agent or any Lender of any security for any such extension of credit; and
(x) any defense 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 of this Guaranty, other than payment or performance of the X. Xxxxx Obligations in full or termination pursuant to Section 3.07 hereof.
Appears in 1 contract
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Guaranteed Parties: (a) any right to require any Secured Guaranteed Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Guaranteed Party in favor of any Credit Party or any other Person, Person or (iv) to pursue any other remedy in the power of any 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, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 cash of the Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Guaranteed Party’s errors or omissions in the administration of the Obligations; (e)
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Secured Guaranteed 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 under the Credit Documents or any agreement or instrument related theretoDocuments, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor Credit Party and notices of any of the matters referred to in Section 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.
Appears in 1 contract
Samples: 364 Day Bridge Credit and Guaranty Agreement (Entegris Inc)
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offsset‑offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents Documents, any Designated Hedge Agreement, any Designated Cash Management Services Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor Credit Party and notices of any of the matters referred to in Section 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.
Appears in 1 contract
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents Documents, any Hedge Agreement or any Specified Cash Management Services Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor and notices of any of the matters referred to in Section 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.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (Fusion Connect, Inc.)
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured PartiesBeneficiaries: (a) any right to require any Secured PartyBeneficiary, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7Guarantor, to (i) to proceed against the BorrowerBorrowers, 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 BorrowerBorrowers, any such other guarantor or any other Person, (iii) to proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of any Secured Party Beneficiary in favor of any Credit Party the Borrowers or any other Person, or (iv) to pursue any other remedy in the power of any 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, 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 ObligationsGuaranteed Obligations in Cash; (c) any defense based upon any statute or rule of law that which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s Beneficiary's errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)
(1) any principles or provisions of any law that law, statutory or otherwise, which are or might be in conflict with the terms hereof or and any legal or equitable discharge of such Guarantor’s 's obligations hereunder, ; (2f) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement hereof, ; (3g) any rights to set-offs, recoupments and counterclaims counterclaims, and (4) promptness, diligence and any requirement that any Secured Party Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (fh) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default under the Credit Documents 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 Borrower or any other Guarantor Borrowers and notices of any of the matters referred to in Section 7.3 7.4 and any right to consent to any thereof; and (gi) 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.
Appears in 1 contract
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)145
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents Documents, any Hedge Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor Credit Party and notices of any of the matters referred to in Section 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.
Appears in 1 contract
Samples: Debtor in Possession Abl Credit and Guaranty Agreement (QualTek Services Inc.)
Waivers by the Guarantors. (a) Each Guarantor hereby irrevocably and unconditionally waives, for to the benefit fullest extent permitted by Applicable Law: (i) notice of acceptance of the Secured Parties: Guaranty provided in this Article and notice of any liability to which this Guaranty may apply, (aii) all notices that may be required by Applicable Law or otherwise to preserve intact any rights of the Lender against the Borrower and/or any other Guarantor, including any demand, presentment, protest, proof of notice of non-payment, notice of any failure on the part of the Borrower and/or any other Guarantor to perform and comply with any covenant, agreement, term, condition or provision of any agreement and any other notice to any other party that may be liable in respect of the Obligations guaranteed hereby (including the Borrower, any other Guarantor and any other guarantor thereof from time to time) except any of the foregoing as may be expressly required hereunder, (iii) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) to proceed against or exhaust any security held from for the Borrower, any such other guarantor or any other Person, (iii) to proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of any Credit Party or any other PersonObligations, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; the Lender whatsoever and (biv) any defense arising by reason of requirement that the incapacityLender exhaust any right, lack of authority power, privilege or remedy, or mitigate any disability damages resulting from a default, under any Loan Document, or other defense of the Borrower proceed to take any action against a Loan Party or any other Guarantor, including any defense based on Person under or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)
(1) any principles or provisions respect of any law that are Loan Document or might be in conflict with the terms hereof otherwise, or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure ensure any security interest Lien on any collateral.
(b) If, and to the extent that, Brazilian law shall be deemed to apply to any or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices all of any action or inactionBrazilian Guarantor’s obligations hereunder, including acceptance hereoffor those purposes:
(i) each Brazilian Guarantor agrees that its obligations to make payment hereunder shall be deemed to be a first demand obligation (garantia exigível à primeira demanda) to fulfill and comply with, notices as a joint and several responsibility (responsabilidade solidária), all of default the outstanding obligations assumed by the Borrower under the Credit Documents or any agreement or instrument related theretoAgreement, notices in the capacity of any renewala “FIADOR E PRINCIPAL PAGADOR, extension or modification solidariamente responsável” with the Borrower, in connection therewith. In addition, for such purposes, each Brazilian Guarantor hereby expressly (A) waives and renounces the benefit of order (benefício de ordem) of demanding and rights provided by the Brazilian Civil Code (Law 10,406/02), specifically in accordance with Articles 827 et seq. of the Obligations or any agreement related theretoBrazilian Civil Code and (ii) recognizes that this Guaranty shall not be considered as a 53757850_7 limited instrument of guarantee, notices for the purposes of any extension Article 822 of credit the Brazilian Civil Code; and
(ii) each Brazilian Guarantor expressly waives the benefits set forth in Articles 364, 366, 821, 827, 830, 831, 834, 835, 836, 837, 838 and 839 of the Brazilian Civil Code and Articles 130 and 794 of the Brazilian Code of Civil Procedure.
(c) Each Mexican Guarantor hereby waives, to the Borrower or extent applicable, any rights to the benefits of orden, excusión, división, quita and espera arising from Articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2839, 2840, 2845, 2846, 2847 and any other Guarantor and notices of any related or applicable Articles that are not explicitly set forth herein because of the matters referred to in Section 7.3 Subsidiary Guarantor’s knowledge thereof, of the Código Civil Federal of Mexico and any right to consent to any thereof; the Código Civil of each State of the Mexican Republic 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 hereoffor Mexico City.
Appears in 1 contract
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)any
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents or any Specified Hedge Agreement or any Specified Cash Management Services Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor Credit Party and notices of any of the matters referred to in Section 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.
Appears in 1 contract
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party Party, Alon Assets or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)of
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or and any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents Documents, any Hedge Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or Borrower, any other Guarantor Credit Party or Alon Assets and notices of any of the matters referred to in Section 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.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Alon USA Energy, Inc.)
Waivers by the Guarantors. Each Guarantor hereby waives: notice of acceptance hereof and reliance hereon, for notice of any action taken or omitted by the benefit Agent or any Bank in reliance hereon, any requirement that the Agent or any Bank be diligent or prompt in making demands hereunder, any requirement as to any presentment, demand, protest, giving notice of any default by any Other Borrower or asserting any other right of the Secured Parties: Agent or any Bank hereunder and all demands, notices and all suretyship defenses generally. Without limiting the generality of the foregoing provisions of this Guaranty, the liability of each Guarantor shall not be released, discharged or otherwise affected by:
(ai) any right to require any Secured Partyextension, as a condition of payment renewal, settlement, compromise, waiver or performance by such Guarantor release in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any obligation of any Other Borrower or any other guarantor of any of the obligations guarantied hereby;
(including ii) any change in the time, manner, amount or place of payment of any Guaranteed Obligation or any modification or amendment of or supplement to this Agreement or any related document;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any Other Borrower or any other Guarantor) guarantor of any of the Obligations obligations guarantied hereby;
(iv) any change in the corporate existence, structure, record or beneficial ownership or control of any Other Borrower, such Guarantor or any other guarantor of any of the obligations guarantied hereby, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any such Person or its assets;
(v) the existence of any claim, set-off or other rights which such Guarantor may have at any time against any Other Borrower, the Agent, any Bank or any other guarantor of any of the obligations guarantied hereby or any other Person, whether or not arising in connection with this Agreement;
(iivi) any invalidity or unenforceability relating to proceed or against any Other Borrower for any reason under this Agreement or exhaust any security held from related document; or any provision of applicable law or regulation purporting to prohibit the Borrower, payment by any such other guarantor Person of the principal of or interest on any of the Notes or any other Person, amount payable under this Agreement or any related document; or
(iiivii) any other act or omission to proceed against act or have resort to any balance delay of any deposit account or credit on kind by any Other Borrower, the books of Agent, any Secured Party in favor of any Credit Party Bank or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Person or any other Guarantorcircumstances whatsoever which might, including any defense based on or arising out of but for the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any this paragraph, constitute a legal or equitable discharge of such Guarantor’s 's obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor and notices of any of the matters referred to in Section 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.
Appears in 1 contract
Samples: Loan Agreement (Comforce Corp)
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor and notices of any of the matters referred to in Section 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.DMFIRM #406105327 v12 211
Appears in 1 contract
Samples: Abl Credit and Guaranty Agreement (QualTek Services Inc.)
Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)relating
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents Documents, any Hedge Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor Credit Party and notices of any of the matters referred to in Section 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.
Appears in 1 contract
Waivers by the Guarantors. Each To the extent permitted by law, each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor of the Obligations (including any other Guarantor) of the 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 or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the 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 Obligations; (c) any defense based upon any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e)of
(1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any 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 under the Credit Documents or any Specified Hedge Agreement or any Specified Cash Management Services Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor and notices of any of the matters referred to in Section 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 that limit the liability of or exonerate guarantors or sureties, or which that may conflict with the terms hereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Tivity Health, Inc.)
