Common use of Waivers; Consents Clause in Contracts

Waivers; Consents. Each Subordinated Lender hereby waives promptness, diligence, notice of acceptance, notice of the creation, renewal, extension or accrual of any of the Senior Obligations, notice of proof of reliance by any Senior Lender and any other notice, demand or protest, and all other formalities of every kind with respect to, any of the Senior Obligations and this Intercreditor Agreement, and any requirement that any Senior Lender protect, secure, perfect or insure any Lien on any property subject thereto or exhaust any right to take any action against the Borrower or any other person or entity or any collateral. Each Subordinated Lender consents that, without the necessity of any reservation of rights against any Subordinated Lender, and without notice to or further assent by any Subordinated Lender: (1) any demand for payment of any Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any guarantor or any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, or any obligation or liability of the Borrower or any other party under the Senior Loan Documents or any other agreement, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender as the Senior Loan Documents permit; (2) the Senior Loan Agreement, the Senior Secured Notes delivered pursuant thereto and any other Senior Loan Documents may be amended, modified, supplemented or terminated, in whole or in part, as the Senior Lenders may deem advisable from time to time, and any collateral security at any time held by a Senior Lender for the payment of any of the Senior Obligations may be released or sold by such Senior Lender; in each case all without notice to or further assent by any Subordinated Lender, each of whom will remain bound under this Agreement, and all without impairing, abridging, releasing or affecting the subordination provided for herein.

Waivers; Consents. (a) Each Subordinated Lender hereby Subsidiary Guarantor waives promptnessany right (except as shall be required by applicable statute and cannot be waived) to require any Credit Party to (i) proceed against the Borrower, diligenceany other guarantor, notice or any other party, (ii) proceed against or 69 77 exhaust any security held from the Borrower, any other guarantor, or any other party, or (iii) pursue any other remedy in any Credit Party's power whatsoever. Each Subsidiary Guarantor waives any defense based on or arising out of acceptance, notice any defense of the creationBorrower, renewalany other guarantor, extension or accrual any other party other than payment in full of the indebtedness, including, without limitation, any defense based on or arising out of the disability of the Borrower, any other guarantor, or any other party, or the unenforceability of the indebtedness or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower other than payment in full of the indebtedness. The Credit Parties may, at their election, foreclose on any security held by any Credit Party by one or more judicial or nonjudicial sales, whether or not every aspect of any of such sale is commercially reasonable (to the Senior Obligationsextent such sale is permitted by applicable law), notice of proof of reliance by any Senior Lender and or exercise any other notice, demand right or protest, remedy the Administrative Agent and all other formalities of every kind with respect to, any of the Senior Obligations and this Intercreditor Agreement, and any requirement that any Senior Lender protect, secure, perfect or insure any Lien on any property subject thereto or exhaust any right to take any action Lenders may have against the Borrower or any other person or entity party, or any collateral. Each Subordinated Lender consents thatsecurity, without the necessity of affecting or impairing in any reservation of rights against any Subordinated Lender, and without notice to or further assent by any Subordinated Lender: (1) any demand for payment of any Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or way the liability of any Subsidiary Guarantor hereunder except to the Borrower extent the indebtedness has been paid. Each Subsidiary Guarantor waives any defense arising out of any such election by the Credit Parties, even though such election operates to impair or extinguish any guarantor or any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, reimbursement or subrogation or other right or remedy of any obligation or liability of Subsidiary Guarantor against the Borrower or any other party under the Senior Loan Documents or any security. (b) Each Subsidiary Guarantor waives all presentments, demands for performance, protests, and notices, including without limitation notices of nonperformance, notice of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation, or incurring of new or additional indebtedness. Each Subsidiary Guarantor assumes all responsibility for being and keeping itself informed of the Borrower's financial condition and assets, and of all other agreementcircumstances bearing upon the risk of nonpayment of the indebtedness and the nature, mayscope, and extent of the risks which each Subsidiary Guarantor assumes and incurs hereunder, and agrees that the Credit Parties shall have no duty to advise Subsidiary Guarantors of information known to them regarding such circumstances or risks. (c) Any Credit Party may at any time and from time to timetime without the consent of, or notice to, any Subsidiary Guarantor, without incurring responsibility to such Subsidiary Guarantor, without impairing or releasing the obligations of such Subsidiary Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (i) change the manner, be renewedplace, or terms of payment of, and/or change or extend the time of payment of, renew, or alter, any of the Obligation, any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Obligation as so changed, extended, modified, accelerated, compromised, waived, surrenderedrenewed, or released altered; (ii) sell, exchange, release, surrender, realize upon, or otherwise deal with in any manner and in any order any property by a Senior Lender as the Senior Loan Documents permit; (2) the Senior Loan Agreement, the Senior Secured Notes delivered pursuant thereto and any other Senior Loan Documents may be amended, modified, supplemented or terminated, in whole or in part, as the Senior Lenders may deem advisable from time to time, and any collateral security whomsoever at any time held by a Senior Lender for pledged or mortgaged to secure, or howsoever securing, the Obligation or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against; (iii) exercise or refrain from exercising any rights against the Borrower, any other guarantor, or others or otherwise act or refrain from acting; (iv) settle or compromise any of the Obligation, any security therefor, or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any of the Senior Obligations may be released or sold by such Senior Lender; in each case all without notice to or further assent by any Subordinated Lender, each of whom will remain bound under this Agreement, and all without impairing, abridging, releasing or affecting the subordination provided for herein.liability (whether

Waivers; Consents. Each Subordinated Lender hereby (a) ProLogis waives promptnessany right (except as shall be required by applicable Law and cannot be waived) to require any Credit Party to (i) proceed against any Subsidiary Borrower, diligence, notice of acceptance, notice of the creation, renewal, extension or accrual of any of the Senior Obligations, notice of proof of reliance by any Senior Lender and any other noticeguarantor, demand or protestany other party, and all other formalities of every kind with respect to, any of the Senior Obligations and this Intercreditor Agreement, and any requirement that any Senior Lender protect, secure, perfect or insure any Lien on any property subject thereto (ii) proceed against or exhaust any security held from any Subsidiary Borrower, any other guarantor, or any other party, or (iii) pursue any other remedy in any Credit Party=s power whatsoever. ProLogis waives any defense based on or arising out of any defense of any Subsidiary Borrower, any other guarantor, or any other party other than payment in full of the indebtedness, including, without limitation, any defense based on or arising out of the disability of any Subsidiary Borrower, any other guarantor, or any other party, or the unenforceability of the indebtedness or any part thereof from any cause, or the cessation from any cause of the liability of any Subsidiary Borrower other than payment in full of the indebtedness. The Credit Parties may, at their election, foreclose on any security held by any Credit Party by one or more judicial or nonjudicial sales, or exercise any other right to take or remedy any action Credit Party may have against the any Subsidiary Borrower or any other person or entity party, or any collateral. Each Subordinated Lender consents thatsecurity, without the necessity of affecting or impairing in any reservation of rights against any Subordinated Lender, and without notice to or further assent by any Subordinated Lender: (1) any demand for payment of any Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or way the liability of ProLogis hereunder except to the Borrower extent the indebtedness has been paid. ProLogis waives any defense arising out of any such election by the Credit Parties, even though such election operates to impair or extinguish any guarantor or any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, reimbursement or subrogation or other right or remedy of ProLogis against any obligation or liability of the Subsidiary Borrower or any other party under the Senior Loan Documents or any other agreementsecurity. (b) ProLogis waives all presentments, maydemands for performance, from time to timeprotests, in whole or in partand notices, be renewedincluding without limitation notices of nonperformance, extendednotices of protest, modifiednotices of dishonor, acceleratednotices of acceptance of this Parent Guaranty, compromisedand notices of the existence, waived, surrenderedcreation, or released by a Senior Lender as the Senior Loan Documents permit; (2) the Senior Loan Agreement, the Senior Secured Notes delivered pursuant thereto incurring of new or additional indebtedness. ProLogis assumes all responsibility for being and any other Senior Loan Documents may be amended, modified, supplemented or terminated, in whole or in part, as the Senior Lenders may deem advisable from time to timekeeping itself informed of each Subsidiary Borrower=s financial condition and assets, and any collateral security at any time held by a Senior Lender for of all other circumstances bearing upon the payment risk of any nonpayment of the Senior Obligations may be released or sold by such Senior Lender; in each case all without notice to or further assent by any Subordinated Lenderindebtedness and the nature, each of whom will remain bound under this Agreementscope, and all without impairingextent of the risks which ProLogis assumes and incurs hereunder, abridging, releasing and agrees that the Credit Parties shall have no duty to advise ProLogis of information known to them regarding such circumstances or affecting the subordination provided for hereinrisks.

Waivers; Consents. (a) Each Subordinated Lender hereby Subsidiary Guarantor waives promptnessany right (except as shall be required by applicable statute and cannot be waived) to require any Credit Party to (i) proceed against Borrower, diligence, notice of acceptance, notice of the creation, renewal, extension or accrual of any of the Senior Obligations, notice of proof of reliance by any Senior Lender and any other noticeguarantor, demand or protestany other party, and all other formalities of every kind with respect to, any of the Senior Obligations and this Intercreditor Agreement, and any requirement that any Senior Lender protect, secure, perfect or insure any Lien on any property subject thereto (ii) proceed against or exhaust any security held from Borrower, any other guarantor, or any other party, or (iii) pursue any other remedy in any Credit Party's power whatsoever. Each Subsidiary Guarantor waives any defense based on or arising out of any defense of Borrower, any other guarantor, or any other party other than payment in full of the indebtedness, including, without limitation, any defense based on or arising out of the disability of Borrower, any other guarantor, or any other party, or the unenforceability of the indebtedness or any part thereof from any cause, or the cessation from any cause of the liability of Borrower other than payment in full of the indebtedness. The Credit Parties may, at their election, foreclose on any security held by any Credit Party by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right to take any action or remedy Administrative Agent and Lenders may have against the Borrower or any other person or entity party, or any collateral. Each Subordinated Lender consents thatsecurity, without the necessity of affecting or impairing in any reservation of rights against any Subordinated Lender, and without notice to or further assent by any Subordinated Lender: (1) any demand for payment of any Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or way the liability of any Subsidiary Guarantor hereunder except to the Borrower extent the indebtedness has been paid. Each Subsidiary Guarantor waives any defense arising out of any such election by the Credit Parties, even though such election operates to impair or extinguish any guarantor or any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, reimbursement or subrogation or other right or remedy of any obligation or liability of the Subsidiary Guarantor against Borrower or any other party under the Senior Loan Documents or any security. CREDIT AGREEMENT (b) Each Subsidiary Guarantor waives all presentments, demands for performance, protests, and notices, including without limitation notices of nonperformance, notice of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation, or incurring of new or additional indebtedness. Each Subsidiary Guarantor assumes all responsibility for being and keeping itself informed of Borrower's financial condition and assets, and of all other agreementcircumstances bearing upon the risk of nonpayment of the indebtedness and the nature, mayscope, and extent of the risks which each Subsidiary Guarantor assumes and incurs hereunder, and agrees that the Credit Parties shall have no duty to advise Subsidiary Guarantors of information known to them regarding such circumstances or risks. (c) Any Credit Party may at any time and from time to timetime without the consent of, or notice to, any Subsidiary Guarantor, without incurring responsibility to such Subsidiary Guarantor, without impairing or releasing the obligations of such Subsidiary Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (i) change the manner, be renewedplace, or terms of payment of, and/or change or extend the time of payment of, renew, or alter, any of the Obligation, any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Obligation as so changed, extended, modified, accelerated, compromised, waived, surrenderedrenewed, or released altered; (ii) sell, exchange, release, surrender, realize upon, or otherwise deal with in any manner and in any order any property by a Senior Lender as the Senior Loan Documents permit; (2) the Senior Loan Agreement, the Senior Secured Notes delivered pursuant thereto and any other Senior Loan Documents may be amended, modified, supplemented or terminated, in whole or in part, as the Senior Lenders may deem advisable from time to time, and any collateral security whomsoever at any time held by a Senior Lender for pledged or mortgaged to secure, or howsoever securing, the Obligation or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against; (iii) exercise or refrain from exercising any rights against Borrower, any other guarantor, or others or otherwise act or refrain from acting; (iv) settle or compromise any of the Obligation, any security therefor, or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of Borrower to creditors of Borrower (other than the Credit Parties); (v) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of Borrower to the Credit Parties regardless of what liabilities of such Borrower remain unpaid; (vi) consent to or waive any breach of, or any act, omission or default under, any of the Senior Obligations Loan Documents, or any of the instruments or agreements referred to therein, or otherwise amend, modify, or supplement any of the Loan Documents or any of such other instruments or agreements; and/or (vii) act or fail to act in any manner referred to in this Subsidiary Guaranty which may be released or sold by deprive such Senior Lender; in each case all without notice Subsidiary Guarantor of its right to or further assent by subrogation against Borrower to recover full indemnity for any Subordinated Lender, each of whom will remain bound under payments made pursuant to this Agreement, and all without impairing, abridging, releasing or affecting the subordination provided for hereinSubsidiary Guaranty.

Waivers; Consents. (a) Each Subordinated Lender Pledgor hereby waives promptnessany and all defenses which any Pledgor may now or hereafter have based on principles of suretyship, diligenceimpairment of collateral, or the like and each Pledgor hereby waives any defense to or limitation on its obligations under this Agreement arising out of or based on any event or circumstance referred to in the immediately preceding Section hereof. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable law, each Pledgor hereby further waives each of the following: (i) All notices, disclosures and demands of any nature which otherwise might be required from time to time to preserve intact any rights against such Pledgor, including the following: any notice of acceptanceany event or circumstance described in the immediately preceding Section hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Noteholder Document or any of the Secured Obligations; any notice of the creation, renewal, extension incurrence of any Secured Obligation; any notice of any default or accrual any failure on the part of such Pledgor or the Issuer or any other Person to comply with any Noteholder Document or any of the Senior Obligations, notice of proof of reliance by Secured Obligations or any Senior Lender and requirement pertaining to any other notice, demand direct or protest, and all other formalities of every kind with respect to, indirect security for any of the Senior Secured Obligations; and any notice or other information pertaining to the business, operations, condition (financial or otherwise), or prospects of the Issuer or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against such Pledgor or the Issuer or any other Person in the event of any bankruptcy, insolvency, reorganization, or similar proceeding, or to the exercise against such Pledgor or the Issuer, or any other Person of any other right or remedy under or in connection with any Noteholder Document or any of the Secured Obligations or any direct or indirect security for any of the Secured Obligations; any requirement of promptness or diligence on the part of the Collateral Agent, the Trustee, the Noteholders or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Noteholder Document or any of the Secured Obligations or any direct or indirect security for any of the Secured Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Intercreditor AgreementAgreement or any other Noteholder Document, and any requirement that any Senior Lender protectPledgor receive notice of any such acceptance; and (iii) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including anti-deficiency laws, secure“one action” laws, perfect or insure the like), or by reason of any Lien on election of remedies or other action or inaction by the Collateral Agent, the Trustee or the Noteholders (including commencement or completion of any property subject thereto judicial proceeding or exhaust nonjudicial sale or other action in respect of collateral security for any of the Secured Obligations), which results in denial or impairment of the right of the Collateral Agent, the Trustee or the Noteholders to take any action seek a deficiency against the Borrower Issuer or any other person Person or entity which otherwise discharges or any collateral. Each Subordinated Lender consents that, without the necessity of any reservation of rights against any Subordinated Lender, and without notice to or further assent by any Subordinated Lender: (1) any demand for payment of any Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any guarantor or any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, or any obligation or liability of the Borrower or any other party under the Senior Loan Documents or any other agreement, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender as the Senior Loan Documents permit; (2) the Senior Loan Agreement, the Senior Secured Notes delivered pursuant thereto and any other Senior Loan Documents may be amended, modified, supplemented or terminated, in whole or in part, as the Senior Lenders may deem advisable from time to time, and any collateral security at any time held by a Senior Lender for the payment of impairs any of the Senior Obligations may be released or sold by such Senior Lender; Secured Obligations. (b) Each Pledgor (in each case all without notice its capacity as a Pledgor and, if applicable, in its capacity as a Company) hereby consents to or further assent by any Subordinated Lender, each the pledge of whom will remain bound under this Agreement, and all without impairing, abridging, releasing or affecting the subordination provided for hereinPledged Collateral to the Collateral Agent as contemplated hereby.