Common use of WAIVERS OF GUARANTOR Clause in Contracts

WAIVERS OF GUARANTOR. The Guarantor hereby expressly waives: (a) notice of acceptance of this Guaranty; (b) notice of the existence or creation of all or any of the Obligations; (c) presentment, demand, notice of dishonor, protest and all other notices whatsoever; (d) all diligence in collection or protection of or realization upon the Obligations or any part thereof, any obligation hereunder or any security for any of the foregoing; and (e) all rights of subrogation, indemnification, contribution and reimbursement from the Borrower, all rights to enforce any remedy which the Secured Parties, or any of them, may have against the Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Secured Parties, or any of them, in respect of the Obligations, even upon payment in full of the Obligations, except to the extent such waiver would be expressly prohibited by Applicable Law. Any money received by the Guarantor in violation of this Section shall be held in trust by the Guarantor for the benefit of the Secured Parties, and each of them. If a claim is ever made upon the Secured Parties, or any of them, for the repayment or recovery of any amount or amounts received by such Person in payment of any of the Obligations and such Person repays all or part of such amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such Person or any of its property or (b) any settlement or compromise of any such claim effected by such Person with any such claimant, including, without limitation, the Borrower, then the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any of the Obligations, and the Guarantor shall be and remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Person.

WAIVERS OF GUARANTOR. The Guarantor hereby expressly waives: , for the benefit of ----------------------------------- Caterpillar Financial (which waivers shall survive until this Guaranty is released or terminated in writing by Caterpillar Financial): (a) notice of the acceptance of this Guaranty; (b) notice of the existence existence, creation or creation incurrence of all or any of the Obligationsnew and/or additional debt owing from Obligor to Caterpillar Financial; (c) presentment, protest and demand, and notice of dishonorprotest, protest demand, nonpayment, nonperformance and dishonor of any and all agreements, notes or other notices whatsoeverobligations signed, accepted, endorsed or assigned to or by Caterpillar Financial or agreed to between Obligor and Caterpillar Financial; (d) all diligence notice of adverse change in collection or protection of or realization upon the Obligations Obligor's financial condition or any part thereof, any obligation hereunder or any security for any other fact which might materially increase the risk of the foregoingGuarantor; and (e) any and all rights in and notices or demands relating to any Equipment, including without limitation, all rights, notices, advertisements or demands relating, whether directly or indirectly, to the foreclosure, sale or other disposition of subrogationany or all such Equipment or the manner of such sale or other disposition; (f) any claim, indemnification, contribution and reimbursement right or remedy which Guarantor may now have or hereafter acquire against the Obligor that arises hereunder and/or from the Borrower, all rights to enforce performance by any remedy which the Secured Parties, or any of them, may have against the Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Secured Parties, or any of them, in respect of the Obligations, even upon payment in full of the Obligations, except to the extent such waiver would be expressly prohibited by Applicable Law. Any money received by the Guarantor in violation of this Section shall be held in trust by the Guarantor for the benefit of the Secured Parties, and each of them. If a claim is ever made upon the Secured Parties, or any of them, for the repayment or recovery of any amount or amounts received by such Person in payment of any of the Obligations and such Person repays all or part of such amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such Person or any of its property or (b) any settlement or compromise of any such claim effected by such Person with any such claimant, Other Obligor including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Caterpillar Financial against the Borrower, then the Guarantor agrees that Obligor or any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any of the Obligations, and the Guarantor shall be and remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Person.security which

WAIVERS OF GUARANTOR. The Guarantor expressly waives any right to require Seller to: (a) proceed against Buyer, or to proceed against Buyer prior to proceeding against Guarantor under this Guaranty or otherwise; (b) proceed against any other party or guarantor; (c) protect, preserve or perfect any of Seller's rights in or to, or to proceed against, or exercise any rights or remedies of a secured creditor with respect to, or to exhaust, any collateral, security, mortgage, deed of trust, security interest or lien held by Seller in any assets or properties of Buyer; or (c) pursue any other right or remedy in Seller's power whatsoever with respect to the Indebtedness or any part thereof. Seller may, at its election, exercise or refrain from exercising any right or remedy it may have against Buyer or any security interest in Buyer's assets (including without limitation the right to foreclose upon any such security by judicial or nonjudicial sale), without thereby affecting or impairing in any way Guarantor's liability hereunder, except to the extent that Buyer has reduced the amount of the Indebtedness. In addition, Guarantor hereby expressly also waives: (a) any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation or other right or remedy of such Guarantor against Buyer or any such security; (b) any defense arising by reason of any disability or other defense of Buyer or by reason of the cessation from any cause whatsoever of the liability of Buyer to Seller; and (c) all presentments, demands for performance, notices of nonperformance, protests, notice of protest, notices of dishonor, and notices of acceptance of this Guaranty; (b) notice Guaranty and of the existence existence, creation or creation incurring of all new or any of the Obligations; (c) presentment, demand, notice of dishonor, protest and all other notices whatsoever; (d) all diligence in collection or protection of or realization upon the Obligations or any part thereof, any obligation hereunder or any security for any of the foregoing; and (e) all rights of subrogation, indemnification, contribution and reimbursement from the Borrower, all rights to enforce any remedy which the Secured Parties, or any of them, may have against the Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Secured Parties, or any of them, in respect of the Obligations, even upon payment in full of the Obligations, except to the extent such waiver would be expressly prohibited by Applicable Law. Any money received by the Guarantor in violation of this Section shall be held in trust by the Guarantor for the benefit of the Secured Parties, and each of them. If a claim is ever made upon the Secured Parties, or any of them, for the repayment or recovery of any amount or amounts received by such Person in payment of any of the Obligations and such Person repays all or part of such amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such Person or any of its property or (b) any settlement or compromise of any such claim effected by such Person with any such claimant, including, without limitation, the Borrower, then the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any of the Obligations, and the Guarantor shall be and remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Personadditional Indebtedness.

WAIVERS OF GUARANTOR. The Guarantor hereby expressly waives: (a) notice of acceptance of this Parent Guaranty; , (b) notice of the existence or creation of all or any of the Guaranteed Obligations; , (c) presentment, demand, notice of dishonor, protest protest, and all other notices whatsoever; , (d) all diligence in collection or protection of or realization upon the Guaranteed Obligations or any part thereof, any obligation hereunder hereunder, or any security for any of the foregoing; , and (e) until the Administrative Agent, the Issuing Bank and the Lenders have been indefeasibly paid in full, all rights of subrogation, indemnification, contribution and reimbursement from the Borrower, all rights to enforce any remedy which the Secured PartiesAdministrative Agent, the Issuing Bank and the Lenders, or any of them, may have against the Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Secured PartiesAdministrative Agent, the Issuing Bank or any of them, the Lenders in respect of the Guaranteed Obligations, even upon payment in full of the Guaranteed Obligations, except to the extent such waiver would be expressly prohibited by Applicable Law. Any money received by the Guarantor in violation of this Section shall be held in trust by the Guarantor for the benefit of the Secured Parties, and each of them. If a claim is ever made upon the Secured PartiesAdministrative Agent, the Issuing Bank or any of them, the Lenders for the repayment or recovery of any amount or amounts received by such Person in payment of any of the Guaranteed Obligations and such Person repays all or part of such amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such Person or any of its property property, or (b) any settlement or compromise of any such claim effected by such Person with any such claimant, including, without limitation, including the Borrower, then in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any of the Guaranteed Obligations, and the Guarantor shall be and remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Person.

WAIVERS OF GUARANTOR. The Guarantor hereby expressly waives: , for the benefit of ----------------------------------- Caterpillar Financial (which waivers shall survive until this Guaranty is released or terminated in writing by Caterpillar Financial): (a) notice of the acceptance of this Guaranty; (b) notice of the existence existence, creation or creation incurrence of all or any of the Obligationsnew and/or additional debt owing from Obligor to Caterpillar Financial; (c) presentment, protest and demand, and notice of dishonorprotest, protest demand, nonpayment, nonperformance and dishonor of any and all agreements, notes or other notices whatsoeverobligations signed, accepted, endorsed or assigned to or by Caterpillar Financial or agreed to between Obligor and Caterpillar Financial; (d) all diligence notice of adverse change in collection or protection of or realization upon the Obligations Obligor's financial condition or any part thereof, any obligation hereunder or any security for any other fact which might materially increase the risk of the foregoingGuarantor; and (e) any and all rights in and notices or demands relating to any Equipment, including without limitation, all rights, notices, advertisements or demands relating, whether directly or indirectly, to the foreclosure, sale or other disposition of subrogationany or all such Equipment or the manner of such sale or other disposition; (f) any claim, indemnification, contribution and reimbursement right or remedy which Guarantor may now have or hereafter acquire against the Obligor that arises hereunder and/or from the Borrower, all rights to enforce performance by any remedy which the Secured Parties, or any of them, may have against the Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Secured Parties, or any of them, in respect of the Obligations, even upon payment in full of the Obligations, except to the extent such waiver would be expressly prohibited by Applicable Law. Any money received by the Guarantor in violation of this Section shall be held in trust by the Guarantor for the benefit of the Secured Parties, and each of them. If a claim is ever made upon the Secured Parties, or any of them, for the repayment or recovery of any amount or amounts received by such Person in payment of any of the Obligations and such Person repays all or part of such amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such Person or any of its property or (b) any settlement or compromise of any such claim effected by such Person with any such claimant, Other Obligor including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Caterpillar Financial against the BorrowerObligor or any security which Caterpillar Financial now has or hereafter acquires with respect to the Obligor, then the Guarantor agrees that any whether or not such judgmentclaim, decreeright or remedy arises in equity, orderunder contract (express or implied), settlement by statute, under common law or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation otherwise; (g) notice of any promissory note default by Obligor or any other instrument evidencing person obligated in any manner for all or any portion of the Obligations, Obligor's indebtedness and the Guarantor shall be notice of any legal proceedings against such parties; (h) any right of contribution from any Other Obligors; (i) notice and remain obligated hearing as to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Person.any prejudgment remedies; (j) any defense which is

WAIVERS OF GUARANTOR. The Guarantor expressly waives any right to require Noteholders to: (a) proceed against MIG, or to proceed against MIG prior to proceeding against Guarantor under this Guaranty or otherwise; (b) proceed against any other party or guarantor; (c) protect, preserve or perfect any of Noteholders’ rights in or to, or to proceed against, or exercise any rights or remedies of a secured creditor with respect to, or to exhaust, any collateral, security, mortgage, deed of trust, security interest or lien held by Noteholders in any assets or properties of MIG; or (c) pursue any other right or remedy in Noteholders’ power whatsoever with respect to the Notes. Noteholders may, at its election, exercise or refrain from exercising any right or remedy it may have against MIG, without thereby affecting or impairing in any way Guarantor’s liability hereunder, except to the extent that MIG has reduced the amount of the Indebtedness. In addition, Guarantor hereby expressly also waives: (a) any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation or other right or remedy of such Guarantor against MIG or any such security; (b) any defense arising by reason of any disability or other defense of MIG or by reason of the cessation from any cause whatsoever of the liability of MIG to Noteholders; and (c) all presentments, demands for performance, notices of nonperformance, protests, notice of protest, notices of dishonor, and notices of acceptance of this Guaranty; (b) notice Guaranty and of the existence existence, creation or creation incurring of all new or any of the Obligations; (c) presentment, demand, notice of dishonor, protest and all other notices whatsoever; (d) all diligence in collection or protection of or realization upon the Obligations or any part thereof, any obligation hereunder or any security for any of the foregoing; and (e) all rights of subrogation, indemnification, contribution and reimbursement from the Borrower, all rights to enforce any remedy which the Secured Parties, or any of them, may have against the Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Secured Parties, or any of them, in respect of the Obligations, even upon payment in full of the Obligations, except to the extent such waiver would be expressly prohibited by Applicable Law. Any money received by the Guarantor in violation of this Section shall be held in trust by the Guarantor for the benefit of the Secured Parties, and each of them. If a claim is ever made upon the Secured Parties, or any of them, for the repayment or recovery of any amount or amounts received by such Person in payment of any of the Obligations and such Person repays all or part of such amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such Person or any of its property or (b) any settlement or compromise of any such claim effected by such Person with any such claimant, including, without limitation, the Borrower, then the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any of the Obligations, and the Guarantor shall be and remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Personadditional Indebtedness.