Guaranty Absolute and Unconditional. The Guarantors understand and agree that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantors, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.
Appears in 7 contracts
Sources: Guaranty and Pledge Agreement (New Century TRS Holdings Inc), Guaranty and Pledge Agreement (New Century Financial Corp), Guaranty and Pledge Agreement (New Century Financial Corp)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Each Guarantor understands and agree agrees that the guarantee contained in this Guaranty ARTICLE II is, and shall be construed as as, a continuing, completed, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility onlypayment, and is each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in no way conditioned upon any requirement that the Buyer first attempt to collect connection with or in respect of any of the following and hereby agrees that its obligations from hereunder shall not be discharged or otherwise affected as a result of any of the Seller, without regard to following:
(ai) the validity, regularity invalidity or enforceability unenforceability of the Master Repurchase Agreementany Guaranteed Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, any Guaranteed Creditor;
(bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Borrower or any other Person against any Guaranteed Creditor;
(iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower or any other Guarantor or any other Person at any time liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest therein) in or as a result of such proceeding;
(iv) any sale, lease or transfer of any or all of the assets of the Borrower or any other Guarantor, or any changes in the shareholders of the Borrower or any other Guarantor;
(v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor or in the relationship between the Borrower and any Obligor;
(vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Guarantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the Collateral for the Obligations;
(vii) the absence of any attempt to collect the Obligations or any part of them from any Obligor;
(A) any Guaranteed Creditor’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guaranteed Creditor’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Guaranteed Creditors or any of them for any reason; or (G) failure by any Guaranteed Creditor to file or enforce a claim against the Buyer, Borrower or its estate in any bankruptcy or insolvency case or proceeding; or
(cix) any other circumstance whatsoever or act whatsoever, including any action or omission of the type described in Section 2.04 (with or without notice to or knowledge of the Seller Borrower or the Guarantors) such Guarantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Borrower Obligations, or of such Guarantor under the Guarantors from guarantee contained in this GuarantyARTICLE II, in bankruptcy or in any other instance. .
(b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer any Guaranteed Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Seller Borrower, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Buyer any Guaranteed Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Creditor against any Guarantor. For the Buyer against purposes hereof “demand” shall include the Guarantors. This Guaranty shall remain in full force commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.
Appears in 7 contracts
Sources: Second Lien Credit Agreement (LRR Energy, L.P.), Guaranty and Pledge Agreement (Linn Energy, LLC), Guaranty and Pledge Agreement (Linn Energy, LLC)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, upon this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of this Agreement, the Master Repurchase Agreementother Transaction Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent or the Lenders, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Seller Borrower against the BuyerAdministrative Agent or the Lenders, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Guaranteed Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instanceinstance or (iv) any other defense, set-off or counterclaim of a guarantor or a surety. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Administrative Agent may, but shall be under no obligation toobligation, to pursue such rights and remedies as that it may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent to pursue such other rights or remedies or to collect any payments from the Seller Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of lawlaw or equity, of the Buyer Administrative Agent against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent, the Lenders, and its their successors, indorseespermitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the obligations Guaranteed Obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement Credit Agreement, the Seller Borrower may be free from any due and payable Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows:
(i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.
Appears in 6 contracts
Sources: Credit Agreement (Home Point Capital Inc.), Credit Agreement (Home Point Capital Inc.), Credit Agreement (Home Point Capital Inc.)
Guaranty Absolute and Unconditional. The Guarantors understand Each Grantor waives any and agree all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Collateral Agent upon the guaranty contained in this Article VI or acceptance of the guaranty contained in this Article VI; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, modified or waived, in reliance upon the guaranty contained in this Article VI and the grant of the security interests pursuant to Section 3.1; and all dealings between Debtor and any of the Grantors, on the one hand, and the Collateral Agent, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Article VI and the grant of the security interests pursuant to Section 3.1. Each Grantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Debtor or any of the Grantors with respect to the Secured Obligations. Each Grantor understands and agrees that the guaranty contained in this Guaranty Article VI and the grant of the security interests pursuant to Section 3.1 shall be, and shall be construed as to be, a continuing, absolute and unconditional guarantee guaranty of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to to
(a) the validity, regularity validity or enforceability of the Master Repurchase AgreementPurchase Money Notes Guaranty, any Purchase Money Notes or any other Ancillary Document, any of the Secured Obligations or any other collateral security therefor or guarantee guaranty or right of offset with respect thereto at any time or from time to time held by the BuyerCollateral Agent, for the benefit of the Secured Parties, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Debtor or any other Person against the BuyerCollateral Agent, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Debtor or the Guarantorssuch Grantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Debtor for the Seller from the Secured Obligations, or of such Grantor under the Guarantors from guaranty contained in this GuarantyArticle VI and the grant of the security interests pursuant to Section 3.1, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Grantor, the Buyer Collateral Agent may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Seller Debtor, any Grantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Secured Obligations or any right of offset with respect thereto, and any failure by the Buyer Collateral Agent to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Debtor, any Grantor or any such other Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of the Seller Debtor, any Grantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors any Grantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Collateral Agent against any Grantor. For the Guarantors. This Guaranty purposes of this Agreement, “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.
Appears in 5 contracts
Sources: Reimbursement, Security and Guaranty Agreement, Reimbursement, Security and Guaranty Agreement, Reimbursement, Security and Guaranty Agreement
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and absolute, unconditional guarantee of the full and punctual payment and performance by the Seller Borrowers of the Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer Lender or any other party first attempt to collect any of the obligations Obligations from the SellerBorrowers, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Forbearance Agreement, any other Loan Document, any of the Obligations or any other collateral Collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender or any Affiliate of the Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Seller Borrowers against the BuyerLender or any of its Affiliates, (c) any document presented in connection with the Forbearance Agreement, or any other Loan Documents or this Guaranty proving to be forged, fraudulent, invalid or insufficient in any respect of any statement therein being untrue or inaccurate in any respect, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrowers or the GuarantorsGuarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Borrowers from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrowers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset of the Lender or any of its Affiliates with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender (or any of its Affiliates) against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, Lender (and its Affiliates) and its respective successors, indorseesendorsees, transferees and assigns, in each case until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement Forbearance Agreement, and the other Loan Documents shall be terminated, notwithstanding that from time to time during the term of such agreement the Master Repurchase Agreement the Seller Borrowers may be free from any Obligations.
Appears in 5 contracts
Sources: Guaranty (Franklin Credit Management Corp/De/), Guaranty (Franklin Credit Management Corp/De/), Guaranty (Franklin Credit Management Corp/De/)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Each Guarantor understands and agree agrees that the guarantee contained in this Guaranty Article II is, and shall be construed as as, a continuing, completed, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility onlypayment, and is each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in no way conditioned upon any requirement that the Buyer first attempt to collect connection with or in respect of any of the following and hereby agrees that its obligations from hereunder shall not be discharged or otherwise affected as a result of any of the Seller, without regard to following:
(ai) the validity, regularity invalidity or enforceability unenforceability of the Master Repurchase Agreementany Secured Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, any Secured Party;
(bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Borrower or any other Person against any Secured Party;
(iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower or any other Guarantor or any other Person at any time liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest therein) in or as a result of such proceeding;
(iv) any sale, lease or transfer of any or all of the assets of the Borrower or any other Guarantor, or any changes in the shareholders of the Borrower or any other Guarantor;
(v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Grantor or in the relationship between the Borrower and any Grantor;
(vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Guarantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the Collateral for the Obligations;
(vii) the absence of any attempt to collect the Obligations or any part of them from any Grantor;
(A) any Secured Party’s election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Secured Party’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Secured Parties or any of them for any reason; or (G) failure by any Secured Party to file or enforce a claim against the Buyer, Borrower or its estate in any bankruptcy or insolvency case or proceeding; or
(cix) any other circumstance whatsoever or act whatsoever, including any action or omission of the type described in Section 2.04 (with or without notice to or knowledge of the Seller Borrower or the Guarantors) such Guarantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Borrower Obligations, or of such Guarantor under the Guarantors from guarantee contained in this GuarantyArticle II, in bankruptcy or in any other instance. .
(b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer any Secured Party may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Seller Borrower, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Buyer any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Buyer against purposes hereof “demand” shall include the Guarantors. This Guaranty shall remain in full force commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.
Appears in 4 contracts
Sources: Guaranty and Collateral Agreement (ABC Funding, Inc), Second Lien Guaranty and Collateral Agreement (ABC Funding, Inc), Second Lien Guaranty and Collateral Agreement (Petro Resources Corp)
Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor understands and agree agrees that this Guaranty Agreement shall be construed as a continuing, absolute and unconditional guarantee guaranty of the full and punctual payment and performance by the Seller Issuer of the Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer Noteholder first attempt to collect any of the obligations Obligations from the SellerIssuer or any other Guarantor, without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementSecured Note Agreement or any other Secured Note Document, any of the Obligations or any other collateral security therefor or guarantee guaranty thereof or right of offset with respect thereto at any time or from time to time held by the BuyerNoteholder, (b) any defense, set-off off, deduction, abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Seller Issuer against the BuyerNoteholder or any other Guarantor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Issuer or the Guarantorsany Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Seller Issuer from the Obligations, or of the Guarantors any Guarantor from this GuarantyAgreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Noteholder may, but shall be under no obligation to, pursue such rights rights, powers, privileges and remedies as it may have against the Seller Issuer or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Noteholder to pursue such other rights or remedies or to collect any payments from the Seller Issuer or any such other Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of the Seller Issuer or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors any Guarantor of any liability hereunder, and shall not impair or affect the rights rights, powers, privileges and remedies, whether express, implied or available as a matter of lawlaw or equity, of the Buyer Noteholder against the Guarantors. This Guaranty Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the BuyerNoteholder, and each of its permitted successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty permitted shall have been satisfied by performance and payment in full and the Master Repurchase Secured Note Agreement and the other Secured Note Documents shall be have been terminated, notwithstanding that from time to time during the term of the Master Repurchase Secured Note Agreement the Seller Issuer may be free from any Obligations.
Appears in 4 contracts
Sources: Secured Note Agreement (General Motors Co), Secured Note Agreement (General Motors Co), Secured Note Agreement (General Motors Co)
Guaranty Absolute and Unconditional. (a) The Guarantors understand Guarantor waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Seller and the Guarantor, on the one hand, and the Buyer, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty.
(b) The Guarantor hereby expressly waives all set-offs and counterclaims and all diligence, presentments, demands for payment, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, notices of sale, notice of default or nonpayment to or upon the Seller or the Guarantor, surrender or other handling or disposition of assets subject to the Repurchase Agreement, any requirement that Buyer exhaust any right, power or remedy or take any action against the Seller or against any assets subject to the Repurchase Agreement, and other formalities of any kind.
(c) The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. .
(d) When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. Guarantor.
(e) This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement prior thereto the Seller may be free from any Obligations.
(f) The Guarantor waives, to the fullest extent permitted by applicable law, all defenses of surety to which it may be entitled by statute or otherwise.
Appears in 4 contracts
Sources: Guaranty (Taberna Realty Finance Trust), Guaranty (Taberna Realty Finance Trust), Guaranty (Taberna Realty Finance Trust)
Guaranty Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty. The Guarantors understand Note Agreement, the Notes, the other Transaction Documents and agree that the Guaranteed Obligations in respect of any of them shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company or the Guarantors, on the one hand, and any of the Beneficiaries, on the other, shall likewise conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guarantee guaranty of the full payment, performance and punctual payment and performance by the Seller of the Obligations compliance when due (and not of their collectibility only, collection) and is in no way conditioned upon any requirement that the Buyer first attempt to collect any a primary obligation of the obligations from the Seller, each Guarantor without regard to (a) the validity, regularity validity or enforceability of the Master Repurchase Note Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee guaranty or right of offset setoff with respect thereto at any time or from time to time held by the Buyerany Beneficiary, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Company or any one or more of the other Guarantors against the Buyerany Beneficiary, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Company or the Guarantorsany other Guarantor or guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Company, the Obligations, other Guarantors or any other guarantor of the Guarantors from this GuarantyGuaranteed Obligations, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of the Guarantors, the Buyer any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller any other Guarantor or any other Person or against under a guaranty of the Pledged Collateral or any other collateral security or guarantee for the Guaranteed Obligations or any right of offset setoff with respect thereto, and any failure by the Buyer such Beneficiary to pursue such other rights or remedies or to collect any payments from the Seller or any such other Guarantor or Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offsetsetoff, or any release of the Seller or any such other Guarantor or Person or any such collateral security, guarantee guaranty or right of offsetsetoff, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Buyer Beneficiaries against the Guarantors. Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt 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 (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall remain in full force be governed by, and effect and be binding construed in accordance with and to with, the extent laws of its terms upon the Guarantors and the successors and assigns thereofState of New York. The foregoing is included solely out of an abundance of caution, and shall inure not be construed to the benefit mean that any of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations above referenced provisions of the Guarantors under California law are in any way applicable to this Guaranty shall have been satisfied by payment in full and or the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Guaranteed Obligations.
Appears in 4 contracts
Sources: Senior Secured Note Purchase Agreement (Encore Capital Group Inc), Senior Secured Note Purchase Agreement (Encore Capital Group Inc), Senior Secured Note Purchase Agreement (Encore Capital Group Inc)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor hereby agrees that its obligations under this Guaranty constitute a guarantee of payment when due and agree that not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between Seller and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity or enforceability of the Master Repurchase Agreementany agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guaranty or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantorsand Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Seller from the Obligations, Obligations or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that Buyer may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the Buyer, Buyer and its permitted successors, indorseesendorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full full.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, any other guarantor or any other person or security.
(ii) Guarantor is presently informed of the Master Repurchase Agreement shall be terminatedfinancial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller, notwithstanding the status of other guarantor, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information which Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Transaction Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or any other guarantor to Buyer, now or at any time and from time to time during in the term of the Master Repurchase Agreement the Seller may be free from any Obligationsfuture.
Appears in 4 contracts
Sources: Guaranty (Claros Mortgage Trust, Inc.), Guaranty (Claros Mortgage Trust, Inc.), Guaranty (Granite Point Mortgage Trust Inc.)
Guaranty Absolute and Unconditional. The Guarantors understand and agree that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller Sellers of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the SellerSellers, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, Buyer (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the a Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the a Seller from the Obligations, or of the Guarantors from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantors, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the a Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the a Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the a Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorseesendorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Sellers may be free from any Obligations.
Appears in 3 contracts
Sources: Guaranty (Novastar Financial Inc), Guaranty and Pledge Agreement (Novastar Financial Inc), Guaranty (Novastar Financial Inc)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Each Guarantor understands and agree agrees that the guarantee contained in this Guaranty ARTICLE II is, and shall be construed as as, a continuing, completed, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility onlypayment, and is each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in no way conditioned upon any requirement that the Buyer first attempt to collect connection with or in respect of any of the following and hereby agrees that its obligations from the Seller, without regard to (a) the validity, regularity hereunder shall not be discharged or enforceability of the Master Repurchase Agreementotherwise affected as a result of, any of the following:
(i) the invalidity or unenforceability of any Guaranteed Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, any Guaranteed Creditor;
(bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Borrower or any other Person against any Guaranteed Creditor;
(iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower or any other Guarantor or any other Person at any time liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest therein) in or as a result of such proceeding;
(iv) any sale, lease or transfer of any or all of the assets of the Borrower or any other Guarantor, or any changes in the shareholders of the Borrower or the Guarantor; provided that upon any such sale, lease or transfer, such assets shall be released in accordance with Section 8.12 of the Collateral Agreement.
(v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Guarantor;
(vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Guarantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the Collateral for the Obligations;
(vii) the absence of any attempt to collect the Obligations or any part of them from any Guarantor;
(A) any Guaranteed Creditor’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guaranteed Creditor’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Guaranteed Creditors or any of them for any reason; or (G) failure by any Guaranteed Creditor to file or enforce a claim against the Buyer, Borrower or the Borrower’s estate in any bankruptcy or insolvency case or proceeding; or
(cix) any other circumstance whatsoever or act whatsoever, including any action or omission of the type described in Section 2.04 (with or without notice to or knowledge of the Seller Borrower or the Guarantors) such Guarantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Borrower Obligations, or of such Guarantor under the Guarantors from guarantee contained in this GuarantyARTICLE II, in bankruptcy or in any other instance. .
(b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer any Guaranteed Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Seller Borrower, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Buyer any Guaranteed Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Creditor against any Guarantor. For the Buyer against purposes hereof “demand” shall include the Guarantors. This Guaranty shall remain in full force commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.
Appears in 3 contracts
Sources: Senior Secured Credit Agreement (Exterran Partners, L.P.), Guaranty Agreement (Universal Compression Partners, L.P.), Senior Secured Credit Agreement (Universal Compression Partners, L.P.)
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller Borrower of the Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer Lender first attempt to collect any of the obligations Obligations from the Seller, Borrower without regard to (a) the validity, regularity or enforceability of the Master Repurchase Financing Facility Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Borrower against the BuyerLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the GuarantorsGuarantor) (other than payment or performance by the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Borrower from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerLender, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Financing Facility Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Financing Facility Agreement the Seller Borrower may be free from any Obligations.
Appears in 3 contracts
Sources: Guaranty (New Century Financial Corp), Guaranty (New Century TRS Holdings Inc), Guaranty (New Century Financial Corp)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Seller and the Guarantor, on the one hand, and the Buyer, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty.
(b) Guarantor hereby expressly waives all set-offs and counterclaims and all diligence, presentments, demands for payment, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, notices of sale, notice of default or nonpayment to or upon the Seller or the Guarantor, surrender or other handling or disposition of assets subject to the Repurchase Agreement, any requirement that Buyer exhaust any right, power or remedy or take any action against the Seller or against any assets subject to the Repurchase Agreement, and other formalities of any kind.
(c) Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. .
(d) When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. Guarantor.
(e) This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement prior thereto the Seller may be free from any Obligations.
(f) Guarantor waives, to the fullest extent permitted by applicable law, all defenses of surety to which it may be entitled by statute or otherwise.
Appears in 3 contracts
Sources: Guaranty (Radian Group Inc), Guaranty (Granite Point Mortgage Trust Inc.), Guaranty (RAIT Financial Trust)
Guaranty Absolute and Unconditional. The Guarantors understand and agree that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller Sellers of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the SellerSellers, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, Buyer (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the a Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the a Seller from the Obligations, or of the Guarantors from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantors, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the a Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the a Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the a Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Sellers may be free from any Obligations.
Appears in 3 contracts
Sources: Guaranty (Novastar Financial Inc), Guaranty (Novastar Financial Inc), Guaranty (Novastar Financial Inc)
Guaranty Absolute and Unconditional. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchaser upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2; and all dealings between the Company and any of the Guarantors, on the one hand, and the Purchaser, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 2. Each Guarantor waives, to the extent permitted by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that the guaranty contained in this Guaranty Section 2 shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase AgreementNote, any of the Obligations or any other collateral security therefor or guarantee guaranty or right of offset with respect thereto at any time or from time to time held by the BuyerPurchaser, (bii) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance or fraud by Purchaser) which may at any time be available to or be asserted by the Seller Company or any other Person against the BuyerPurchaser, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Company or the Guarantorssuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Company for the Obligations, or of such Guarantor under the Guarantors from guaranty contained in this GuarantySection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Purchaser may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Seller Company, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Purchaser to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Company, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of the Seller Company, any other Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Purchaser against any Guarantor. For the Guarantors. This Guaranty purposes hereof, “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.
Appears in 3 contracts
Sources: Guaranty (Ault Alliance, Inc.), Guaranty (Alzamend Neuro, Inc.), Guaranty (Ault Alliance, Inc.)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or Guarantor, on the one hand, and Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Agreement, Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives its right, if any, to require Buyer to disclose to Guarantor any information which Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by Seller or any other guarantor to Buyer, now or at any time and from time to time in the future.
Appears in 3 contracts
Sources: Guaranty (Pennymac Financial Services, Inc.), Guaranty (Pennymac Financial Services, Inc.), Guaranty (PennyMac Mortgage Investment Trust)
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller Borrowers of the Obligations and not only of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, (a) without regard to (ai) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Borrowers against the BuyerLender, (iii) any defense by the Borrowers to the Obligations or any subordination of the Lien on the Collateral or the priority of the Lender in the Collateral, or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrowers or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Borrowers from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instanceinstance and (b) is in no way conditioned upon any requirement that the Lender first attempt to collect any of the Obligations from the Borrowers. The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee without regard to waiver, forbearance, compromise, release, settlement, the dissolution, liquidation, reorganization or other change regarding either Borrower, or either Borrower being the subject of any case or proceeding under any bankruptcy or other law for the protection of debtors or creditors, or any other action or matter that would release a guarantor. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrowers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerLender, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations Obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time subject to time during the term provisions of the Master Repurchase Agreement the Seller may be free from any ObligationsSection 9 hereof.
Appears in 3 contracts
Sources: Guaranty (Aames Financial Corp/De), Guaranty (Aames Financial Corp/De), Guaranty (Aames Financial Corp/De)
Guaranty Absolute and Unconditional. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Company and any of the Guarantors, on the one hand, and the Lender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that the guarantee contained in this Guaranty Section 2 shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (a) the validity, regularity validity or enforceability of the Master Repurchase AgreementLoan Agreement or any other Transaction Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance or fraud or misconduct by Lender) which may at any time be available to or be asserted by the Seller Company or any other Person against the BuyerLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Company or the Guarantorssuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Company for the Obligations, or of such Guarantor under the Guarantors from guarantee contained in this GuarantySection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Seller Company, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Company, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Company, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against any Guarantor. For the Guarantors. This Guaranty purposes hereof, "demand" shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.
Appears in 3 contracts
Sources: Guaranty Agreement (Universal Property Development & Acquisition Corp), Guaranty Agreement (Universal Property Development & Acquisition Corp), Guaranty Agreement (Universal Property Development & Acquisition Corp)
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Lender upon this Guaranty or acceptance of this Guaranty, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between each Borrower and the Guarantor, on the one hand, and the Lender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon each Borrower or the Guarantor with respect to the Obligations. The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller any Borrower against the BuyerLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller each Borrower or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from any Borrower for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller any Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller a Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the be benefit of the BuyerLender, and its successors, indorsees, transferees successors and permitted assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty Guaranteed Obligations shall have been satisfied by payment in full and the Master Repurchase obligation of the Lender to make Loans under the Credit Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Credit Agreement the Seller each Borrower may be free from any Obligations.
Appears in 3 contracts
Sources: Parent Guaranty (Anthracite Capital Inc), Parent Guaranty (Anthracite Capital Inc), Parent Guaranty (Anthracite Capital Inc)
Guaranty Absolute and Unconditional. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2; and all dealings between the Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 2. Each Guarantor waives, to the extent permitted by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that the guaranty contained in this Guaranty Section 2 shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase AgreementPurchase Agreement or any other Transaction Document, any of the Obligations or any other collateral security therefor or guarantee guaranty or right of offset with respect thereto at any time or from time to time held by the BuyerPurchasers, (bii) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance or fraud by Purchasers) which may at any time be available to or be asserted by the Seller Company or any other Person against the BuyerPurchasers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Company or the Guarantorssuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Company for the Obligations, or of such Guarantor under the Guarantors from guaranty contained in this GuarantySection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Seller Company, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Company, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of the Seller Company, any other Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Purchasers against any Guarantor. For the Guarantors. This Guaranty purposes hereof, “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.
Appears in 3 contracts
Sources: Guaranty (Giga Tronics Inc), Guaranty (DPW Holdings, Inc.), Guaranty (Avalanche International, Corp.)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Each Guarantor understands and agree agrees that the guarantee contained in this Guaranty ARTICLE II is, and shall be construed as as, a continuing, complete, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility onlypayment, and is each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in no way conditioned upon any requirement that the Buyer first attempt to collect connection with or in respect of any of the following and hereby agrees that its obligations from the Seller, without regard to (a) the validity, regularity hereunder shall not be discharged or enforceability of the Master Repurchase Agreementotherwise affected as a result of, any of the following:
(i) the invalidity or unenforceability of any Guaranteed Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, any Guaranteed Creditor;
(bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower or any other Person against any Guaranteed Creditor;
(iii) the Seller against insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of any Borrower or any other Guarantor or any other Person at any time liable for the Buyerpayment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, any Obligation (cor any part of them or interest therein) in or as a result of such proceeding;
(iv) any sale, lease or transfer of any or all of the assets of any Borrower or any other Guarantor, or any changes in the shareholders of a Borrower or a Guarantor;
(v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor;
(vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Guarantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the Collateral for the Obligations;
(vii) the absence of any attempt to collect the Obligations or any part of them from any Obligor;
(A) any Guaranteed Creditor’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by any Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guaranteed Creditor’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Guaranteed Creditors or any of them for any reason; or (G) failure by any Guaranteed Creditor to file or enforce a claim against any Borrower or its estate in any bankruptcy or insolvency case or proceeding;
(ix) any change in the time, manner or place of payment of, or in any other term of all or any of the Obligations; or
(x) any other circumstance whatsoever or act whatsoever, including any action or omission of the type described in Section 2.04 (with or without notice to or knowledge of the Seller any Borrower or the Guarantors) such Guarantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of such Borrower for the Seller from the Borrower Obligations, or of such Guarantor under the Guarantors from guarantee contained in this GuarantyARTICLE II, in bankruptcy or in any other instance. .
(b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer any Guaranteed Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Seller any Borrower, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Buyer any Guaranteed Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller any Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrowers, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Creditor against any Guarantor. For the Buyer against purposes hereof “demand” shall include the Guarantors. This Guaranty shall remain in full force commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.
Appears in 2 contracts
Sources: Second Lien Guaranty and Collateral Agreement (Hornbeck Offshore Services Inc /La), First Lien Guaranty and Collateral Agreement (Hornbeck Offshore Services Inc /La)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Except as otherwise set forth in Section 2 hereof, Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Except as otherwise set forth in Section 2 hereof, Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller or the Guarantor with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When Except as otherwise set forth in Section 2 hereof, when pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyer for such information and will not rely upon the Buyer for any such information. Absent a written request for such information by the Guarantor to the Buyer, Guarantor hereby waives its right, if any, to require the Buyer to disclose to Guarantor any information which the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller or any other guarantor to the Buyer, now or at any time and from time to time in the future.
Appears in 2 contracts
Sources: Limited Guaranty (Gleacher & Company, Inc.), Limited Guaranty (Gleacher & Company, Inc.)
Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Lender upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Guarantors, on the one hand, and the Lender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty, waives notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower from time to time, notice of default, diligence, presentment, notice of dishonor, protest and demand for payment. This Guaranty is and shall be construed as a continuing, absolute and unconditional guarantee Guaranty of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (a) the validity, regularity validity or enforceability of the Master Repurchase Purchase Agreement, the Notes, any of the other Transaction Documents, any of the Obligations or any other collateral security therefor or guarantee guaranty or right of offset with respect thereto at any time or from time to time held by or for the Buyerbenefit of the Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Borrower against the BuyerLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Obligations, or of the Guarantors from under this Guaranty, in bankruptcy or in any other instance. This Guaranty is intended to be a surety of each Guarantor on behalf of Lender. When the Lender is pursuing its rights and remedies hereunder against the Guarantors, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller Borrower or any such other Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of the Seller Borrower or any such other Person or of any such collateral security, guarantee Guaranty or right of offset, shall not relieve the Guarantors of any joint and several liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.
Appears in 2 contracts
Sources: Secured Credit Facility and Warrant Purchase Agreement (Environmental Tectonics Corp), Secured Credit Facility and Warrant Purchase Agreement (Environmental Tectonics Corp)
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller Sellers of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the any Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the any Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Sellers from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Sellers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Sellers may be free from any Obligations.
Appears in 2 contracts
Sources: Guaranty (New Century Financial Corp), Guaranty (New Century Financial Corp)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Each Guarantor understands and agree agrees that the guarantee contained in this Guaranty Article II is, and shall be construed as as, a continuing, completed, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility onlypayment, and is each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in no way conditioned upon any requirement that the Buyer first attempt to collect connection with or in respect of any of the following and hereby agrees that its obligations from hereunder shall not be discharged or otherwise affected as a result of any of the Seller, without regard to following:
(ai) the validity, regularity invalidity or enforceability unenforceability of the Master Repurchase Agreementany Secured Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, any Secured Party;
(bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Borrower or any other Person against any Secured Party;
(iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower or any other Guarantor or any other Person at any time liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest therein) in or as a result of such proceeding;
(iv) any sale, lease or transfer of any or all of the assets of the Borrower or any other Guarantor, or any changes in the shareholders of the Borrower or any other Guarantor;
(v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Grantor or in the relationship between the Borrower and any Grantor;
(vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Guarantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the Collateral for the Obligations;
(vii) the absence of any attempt to collect the Obligations or any part of them from any Grantor;
(A) any Secured Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Secured Party’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Secured Parties or any of them for any reason; or (G) failure by any Secured Party to file or enforce a claim against the Buyer, Borrower or its estate in any bankruptcy or insolvency case or proceeding; or
(cix) any other circumstance whatsoever or act whatsoever, including any action or omission of the type described in Section 2.04 (with or without notice to or knowledge of the Seller Borrower or the Guarantors) such Guarantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Borrower Obligations, or of such Guarantor under the Guarantors from guarantee contained in this GuarantyArticle II, in bankruptcy or in any other instance. .
(b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer any Secured Party may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Seller Borrower, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Buyer any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Buyer against purposes hereof “demand” shall include the Guarantors. This Guaranty shall remain in full force commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.
Appears in 2 contracts
Sources: Guaranty and Collateral Agreement (Rex Energy Corp), Guaranty and Second Lien Collateral Agreement (Rex Energy Corp)
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee Guarantee of the full and punctual payment and performance by the Seller of the Guarantor Obligations (and not of their collectibility collectability only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, ) without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementAgreement or any other Repurchase Document, any of the Guarantee Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off off, deduction, abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the any Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Seller from the Obligations, for Guarantor or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When making a demand hereunder or pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, make a similar demand on any Seller or pursue such rights rights, powers, privileges and remedies as it may have against the such Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to make any such demand or pursue such other rights or remedies or to collect any payments from the any Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any obligations or liability hereunder, and shall not impair or affect the rights rights, powers, privileges and remedies, whether express, implied or available as a matter of lawlaw or equity, of the Buyer against Guarantor. For the Guarantorspurposes hereof “demand” shall include the commencement and continuance of any legal proceedings. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, successors and permitted indorsees, transferees and assigns, until all the Repurchase Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by performance and payment in full and the Master Repurchase Agreement and the other Repurchase Documents shall be have been terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Agreement, Sellers may be free from any Repurchase Obligations.
Appears in 2 contracts
Sources: Guaranty Agreement (Altisource Residential Corp), Limited Guaranty Agreement (Altisource Residential Corp)
Guaranty Absolute and Unconditional. The Guarantors understand and agree that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantors, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations. This Guaranty shall remain in full force and effect notwithstanding any assignment of the Seller’s rights and obligations under the Master Repurchase Agreement to an affiliate.
Appears in 2 contracts
Sources: Guaranty Agreement (New Century Financial Corp), Guaranty Agreement (New Century Financial Corp)
Guaranty Absolute and Unconditional. The (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller Parties or Guarantors, on the one hand, and the Administrative Agent on behalf of Buyers, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller Parties or Guarantors understand and agree that this with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Parties against the BuyerAdministrative Agent or Buyers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Parties or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Parties for the Obligations, or of the Guarantors from any Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorseither Guarantor, the Buyer Administrative Agent may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller Parties or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent to pursue such other rights or remedies or to collect any payments from the Seller Parties or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Parties or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent on behalf of Buyers against the Guarantorseither Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the their successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent, the Buyers and its their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Parties may be free from any Obligations.
(b) Without limiting the generality of the foregoing, each Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and Buyers as follows:
(i) Such Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent and Buyers any claim or defense based upon, an election of remedies by the Administrative Agent and Buyers which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes such Guarantor’s subrogation rights, rights to proceed against the Seller Parties or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantors to proceed against the Seller Parties, against any other guarantor, or against any other person or security.
(ii) Such Guarantor is presently informed of the financial condition of the Seller Parties and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Such Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of each Seller Party’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent for such information and will not rely upon the Administrative Agent for any such information. Absent a written request for such information by such Guarantor to the Administrative Agent, such Guarantor hereby waives its right, if any, to require the Administrative Agent to disclose to such Guarantor any information which the Administrative Agent may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Such Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Administrative Agent, such Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller Parties or any other guarantor to the Administrative Agent, now or at any time and from time to time in the future.
Appears in 2 contracts
Sources: Guaranty (PennyMac Mortgage Investment Trust), Guaranty (PennyMac Mortgage Investment Trust)
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and absolute, unconditional guarantee of the full and punctual payment and performance by the Seller Borrowers of the Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer Lender or any other party first attempt to collect any of the obligations Obligations from the SellerBorrowers, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Forbearance Agreement, any other Loan Document, any of the Obligations or any other collateral Collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender or any Affiliate of Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Seller Borrowers against the BuyerLender or any of its Affiliates, (c) any document presented in connection with the Forbearance Agreement, or any other Loan Documents or this Guaranty proving to be forged, fraudulent, invalid or insufficient in any respect of any statement therein being untrue or inaccurate in any respect, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrowers or the GuarantorsGuarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Borrowers from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrowers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset of Lender or any of its Affiliates with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender (or any of its Affiliates) against the Guarantorsany Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, Lender (and its Affiliates) and its respective successors, indorseesendorsees, transferees and assigns, in each case until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement Forbearance Agreement, and the other Loan Documents shall be terminated, notwithstanding that from time to time during the term of such agreement the Master Repurchase Agreement the Seller Borrowers may be free from any Obligations.
Appears in 2 contracts
Sources: Guaranty (Franklin Credit Management Corp/De/), Guaranty (Franklin Credit Management Corp/De/)
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty Agreement shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the its Guaranty Obligations and Guaranty Expenses and not of their collectibility only, collectability only and is in no way conditioned upon any requirement that the Buyer or Repo Agent first attempt to collect any of the obligations Guaranty Obligations or Guaranty Expenses from the Seller, without regard to Sellers or upon (a) the validity, regularity or enforceability of the Master Repurchase AgreementAgreement or any other Facility Document, any of the Guaranty Obligations or any other collateral security Guaranty Expenses therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerBuyer or Repo Agent, (b) any defense, set-off off, deduction, abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the a Seller against Buyer or Repo Agent, (c) the Buyerlack of authority of such Seller to execute or deliver the Repurchase Agreement, (d) any change in the time, manner or place of payment of, or in any other term of, or amendment to the Repurchase Agreement, (ce) any waiver or consent by Buyer or Repo Agent with respect to any provisions of the Repurchase Agreement or any compromise or release of any of the obligations thereunder, (f) the absence of any action to enforce the Repurchase Agreement, to recover any judgment against such Seller or to enforce a judgment against Sellers under the Repurchase Agreement, (g) the occurrence of any Event of Default or Default under the Repurchase Agreement, (h) the existence of bankruptcy, insolvency, reorganization or similar proceedings involving Sellers, (i) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, collateral securing the Repurchase Agreement, (j) any change in the laws, rules or regulations of any jurisdiction, (k) any present or future action of any Governmental Authority or court amending, varying, reducing or otherwise affecting or purporting to amend, vary, reduce or otherwise affect, any of the obligations of Sellers under the Repurchase Agreement or of Guarantor under this Guaranty Agreement, (l) the reorganization, merger or consolidation of either Seller into or with any other corporation or entity, (m) if any payment by such Seller to Buyer or Repo Agent is held to constitute a preference under bankruptcy laws, or for any reason Buyer or Repo Agent is required to refund such payment or pay such amount to such Seller, Guarantor or any other Person or (n) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors Guarantor from this GuarantyGuaranty Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Repo Agent may, but shall be under no obligation to, pursue (i) such rights rights, powers, privileges and remedies as it may have against the such Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or (ii) any right of offset with respect thereto, and any failure by the Buyer Repo Agent to pursue such other rights or remedies or to collect any payments from the such Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the such Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights rights, powers, privileges and remedies, whether express, implied or available as a matter of lawlaw or equity, of the Buyer Repo Agent against the GuarantorsGuarantor. This Guaranty Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereofassigns, and shall inure to the benefit of the BuyerBuyer and Repo Agent, and its their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty Termination Date shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationsoccurred.
Appears in 2 contracts
Sources: Guaranty Agreement (Angel Oak Mortgage REIT, Inc.), Guaranty Agreement (Angel Oak Mortgage REIT, Inc.)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Sellers or the Guarantor, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Sellers or the Guarantor with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the any Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the any Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the any Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the any Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the each Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Sellers may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against any Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against any Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of the Sellers and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of each Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyer for such information and will not rely upon the Buyer for any such information. Absent a written request for such information by the Guarantor to the Buyer, Guarantor hereby waives its right, if any, to require the Buyer to disclose to Guarantor any information which the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Sellers or any other guarantor to the Buyer, now or at any time and from time to time in the future.
Appears in 2 contracts
Sources: Guaranty (Altisource Residential Corp), Guaranty (Altisource Residential Corp)
Guaranty Absolute and Unconditional. The Subject to Section 8, the obligations of each Guarantor under this Guaranty shall be unconditional and absolute, and without limiting the foregoing, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Agent or any other Guaranteed Party upon this Guaranty or acceptance of this Guaranty, the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guaranty; and all dealings between any Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the other Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance performance, to the maximum extent permitted by the Seller of the Obligations and not of their collectibility onlyapplicable law, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Sellershall not be released, without regard to discharged or otherwise altered by (a) the validityinvalidity, regularity irregularity, non-perfection or enforceability unenforceability of the Master Repurchase Credit Agreement, any other Credit Document or any Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent or any other Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performancethat the Obligations have been paid and performed in full) which that may at any time be available to or be asserted by the Seller a Borrower or any other Guarantor against the BuyerAdministrative Agent or any other Guaranteed Party whether in connection with the Credit Documents or any unrelated transactions, (c) any release, impairment, non perfection or invalidity of any direct or indirect security for any obligation of a Borrower, any other Guarantor or any other Person, (d) any change in the corporate existence, structure or ownership of a Borrower, any other Guarantor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Borrower, any other Guarantor or any other Person or any of their properties or assets or any resulting release or discharge of any obligation of a Borrower, any other Guarantor or any other Person under any Credit Document, (e) any provision of applicable law or regulation purporting to prohibit the payment of any Obligation by a Borrower, any other Guarantor or any other Person, or (cf) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantorssuch Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from any Borrower for any of the Obligations, or of the Guarantors from such Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Administrative Agent and any other Guaranteed Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller any Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent or any other Guaranteed Party to pursue such other rights or remedies or to collect any payments from the Seller any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller any Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent and the other Guaranteed Parties against the Guarantorssuch Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent and the other Guaranteed Parties, and its their respective successors, indorsees, transferees and assigns, until all the Obligations and under the obligations of the Guarantors under this Guaranty Credit Documents shall have been satisfied by payment and performance in full and full, the Master Repurchase Agreement Commitments shall be terminated), notwithstanding that from time to time during the term of the Master Repurchase Credit Agreement and any Hedge Agreement the Seller Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder upon (i) a sale or other disposition (including by way of consolidation or merger) of such Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (other than, in either case, to the Company or a Restricted Subsidiary), in each case, as permitted by the Credit Agreement, (ii) the designation in accordance with the Credit Agreement of the Guarantor as an Unrestricted Subsidiary or (iii) to the extent that such Guarantor is not an Immaterial Subsidiary due to operation of clause (a) of the definition of “Immaterial Subsidiary”, upon the release of the guarantee referred to in such clause. In addition to any release permitted by the preceding sentence, the Administrative Agent may release any Guarantor with the prior written consent of the Required Lenders; provided that any release of all or substantially all the Guarantors shall require the consent of all the Lenders. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent.
Appears in 2 contracts
Sources: Guaranty (Freescale Semiconductor, Ltd.), Guaranty (NXP Semiconductors N.V.)
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee Guarantee of the full and punctual payment and performance by the Seller of the Guarantor Obligations (and not of their collectibility collectability only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, ) without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementAgreement or any other Repurchase Document, any of the Guarantee Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off off, deduction, abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, for Guarantor or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When making a demand hereunder or pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller or pursue such rights rights, powers, privileges and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to make any such demand or pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any obligations or liability hereunder, and shall not impair or affect the rights rights, powers, privileges and remedies, whether express, implied or available as a matter of lawlaw or equity, of the Buyer against Guarantor. For the Guarantorspurposes hereof “demand” shall include the commencement and continuance of any legal proceedings. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, successors and permitted indorsees, transferees and assigns, until all the Repurchase Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by performance and payment in full and the Master Repurchase Agreement and the other Repurchase Documents shall be have been terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Agreement, Seller may be free from any Repurchase Obligations.
Appears in 2 contracts
Sources: Guaranty Agreement (Home Loan Servicing Solutions, Ltd.), Guaranty Agreement (Altisource Residential Corp)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Each Guarantor, by joining herein, understands and agree agrees that the guarantee contained in this Guaranty Section 14 is, and shall be construed as as, a continuing, completed, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility onlypayment, and is each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in no way conditioned upon any requirement that the Buyer first attempt to collect connection with or in respect of any of the following and hereby agrees that its obligations from the Seller, without regard to (a) the validity, regularity hereunder shall not be discharged or enforceability of the Master Repurchase Agreementotherwise affected as a result of, any of the following:
(i) the invalidity or unenforceability of any Note Document, any of the Guarantied Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, any Holder;
(bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Obligor or any other Person against any Holder;
(iii) the Seller against insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of any Obligor or any other Guarantor or any other Person at any time liable for the Buyerpayment of all or part of the Guarantied Obligations, including any discharge of, or bar or stay against collecting, any Guarantied Obligation (cor any part of them or interest therein) in or as a result of such proceeding;
(iv) any sale, lease or transfer of any or all of the assets of any Obligor or any other Guarantor, or any changes in the Equity Interest holders of any Obligor or the Guarantor;
(v) any change in the entity existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor or any other Guarantor;
(vi) the fact that any collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Guarantied Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Guarantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guarantied Obligations;
(vii) the absence of any attempt to collect the Guarantied Obligations or any part of them from any Obligor or any Guarantor;
(A) any Holder’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by any Obligor, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Holder’s claim (or claims) for repayment of the Guarantied Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Holders or any of them for any reason; or (G) failure by any Holder to file or enforce a claim against any Obligor or its estate in any bankruptcy or insolvency case or proceeding; or
(ix) any other circumstance whatsoever or act whatsoever, including any action or omission of the type described in Section 14.4 (with or without notice to or knowledge of the Seller any Obligor or the Guarantors) such Guarantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Obligors for the Guarantied Obligations, or of such Guarantor under the Guarantors from guarantee contained in this GuarantySection 14, in bankruptcy or in any other instance. instance (other than payment or performance).
(b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer any Holder may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Seller any Obligor, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Guarantied Obligations or any right of offset with respect thereto, and any failure by the Buyer any Holder to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller any Obligor, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller any Obligor, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Holder against any Guarantor. For the Buyer against purposes hereof “demand” shall include the Guarantors. This Guaranty shall remain in full force commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.
Appears in 2 contracts
Sources: Note Purchase Agreement (Glori Energy Inc.), Note Purchase Agreement (Glori Energy Inc.)
Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor hereby waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Guaranteed Parties upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2; and all dealings between Borrower and Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 2. Each Guarantor hereby waives, to the extent permitted by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrower or Guarantor with respect to the Obligations. Each Guarantor understands that the guaranty contained in this Guaranty Section 2 shall be construed as a continuing, absolute and unconditional guarantee guaranty of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (a) the validity, regularity validity or enforceability of the Master Repurchase AgreementFacility Agreement and the other Loan Documents, any of the Obligations or any other collateral security therefor or guarantee guaranty or right of offset with respect thereto at any time or from time to time held by the BuyerGuaranteed Parties, (b) any defense, set-off or counterclaim (other than a defense of actual payment or performanceand performance of all Obligations) which may at any time be available to or be asserted by the Seller Borrower or any other Person against the BuyerGuaranteed Parties, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantorsany Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Obligations, or of Guarantors under the Guarantors from guaranty contained in this GuarantySection 2, in bankruptcy or in any other instanceinstance (other than a defense of actual payment and performance of the Obligations). When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantors, the Buyer Guaranteed Parties may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Guaranteed Parties to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Borrower or any such other Person or to realize upon any such collateral security or guarantee other guaranty or to exercise any such right of offset, or any release of the Seller Borrowers or any such other Person or any such collateral security, guarantee other guaranty or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Guaranteed Parties against the Guarantorsany Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent The obligations of its terms upon the Guarantors are principal and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and independent obligations from the obligations of the parties to the Facility Agreement and the other Loan Documents or any other agreement. The Guarantors shall not, in order to delay or to avoid the unconditional and immediate performance of its obligations under this Guaranty shall have been satisfied by payment in full Guaranty, invoke any defense or exception relating to or resulting from any current or future relationships (including legal relationships) nor any contentious or non-contentious claims, between Borrower and the Master Repurchase Agreement shall be terminatedGuaranteed Parties or any other third party, notwithstanding that from time to time during the term or any other challenge of Borrower or of a third party (other than a defense of actual payment and performance of the Master Repurchase Agreement the Seller may be free from any Obligations).
Appears in 2 contracts
Sources: Facility Agreement (AAC Holdings, Inc.), Guaranty (AAC Holdings, Inc.)
Guaranty Absolute and Unconditional. (a) The Guarantors understand Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master PMH Repurchase Agreement, the other PMH Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorseesendorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master PMH Repurchase Agreement the Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, the Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyer as follows:
(i) The Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes the Guarantor’s (x) subrogation rights, (y) rights to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or (z) any other rights of the Guarantor to proceed against the Seller, against any other guarantor, or against any other person or security.
(ii) The Guarantor is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyer for such information and will not rely upon the Buyer for any such information. Absent a written request for such information by the Guarantor to the Buyer, the Guarantor hereby waives its right, if any, to require the Buyer to disclose to the Guarantor any information which the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) The Guarantor has independently reviewed the PMH Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Buyer, the Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller or any other guarantor to the Buyer, now or at any time and from time to time in the future.
Appears in 2 contracts
Sources: Guaranty (PennyMac Mortgage Investment Trust), Guaranty (Pennymac Financial Services, Inc.)
Guaranty Absolute and Unconditional. The Each Guarantor waives, to the extent permitted by law, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors understand with respect to the Outstanding Amount. Each Guarantor understands and agree agrees that the guaranty contained in this Guaranty Section 1 shall be construed as a continuing, an absolute and unconditional guarantee guaranty of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off or counterclaim (other than a defense of payment or performancepayment) which may at any time be available to or be asserted by the Seller Borrower or any other person against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors from this Guaranty, in bankruptcy or in any other instanceLender. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Seller Borrower, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations Outstanding Amount or any right of offset with respect thereto, and any failure by the Buyer Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of the Seller Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against any Guarantor. No election to proceed in one form of action or against any party, or on any obligation shall constitute a waiver of any Lender’s right to proceed in any other form of action or against any Guarantor or any other Person, or diminish the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and liability of any Guarantor, or affect the right of such Lender to proceed against any Guarantor for any deficiency, except to the extent such L▇▇▇▇▇ realizes payment by such action, notwithstanding the effect of its terms such action upon any Guarantor’s rights of subrogation, reimbursement or indemnity, if any, against the Guarantors and the successors and assigns thereofBorrower, and shall inure any other Guarantor or any other Person. Each Guarantor further agrees that, subject to the benefit Lender giving prior written notice to each Guarantor, from time to time: (a) increase or decrease the principal amount of the Buyer, Outstanding Amount and its successors, indorsees, transferees and assigns, until all the Obligations and the additional indebtedness or obligations of the Guarantors Borrower under this Guaranty shall have been satisfied the Loan Documents (b) extend or change the time, manner, place or terms of any payment under any Loan Document, including by payment an increase or decrease in full the Origination Fee on any Outstanding Amount or any fee or other amount payable under such Loan Document, in each case, by an amendment, modification or renewal of any Loan Document or other writing; (c) extend the time for the Borrower’s performance of or compliance with any term, covenant or agreement on Borrowers’ part to be performed or observed under any Loan Document, or waive such performance or compliance, or consent to the failure in or departure from such performance, all in such manner and upon such terms as the Master Repurchase Agreement shall be terminatedLender may deem proper; or (d) release, notwithstanding that from time to time during surrender, exchange, compromise or settle the term obligations guaranteed hereunder or any portion thereof, (e) sell, release, surrender, exchange or compromise any security held by L▇▇▇▇▇ for any of the Master Repurchase Agreement obligations guaranteed hereunder, (f) discharge or release, in whole or in part, any Guarantor or any other person liable for the Seller may be free from payment and performance of all or any Obligationspart of the Outstanding Amount, and (g) permit, consent to, or take any action, in each case (a) through (f), as the Lender deems necessary or advisable, in its sole discretion, and without impairing, abridging, releasing or affecting the liability of the Guarantors for the full payment and performance of the obligations guaranteed hereunder.
Appears in 2 contracts
Sources: Guaranty Agreement (AgeX Therapeutics, Inc.), Guaranty Agreement (AgeX Therapeutics, Inc.)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller Parties or the Guarantor, on the one hand, and the Administrative Agent on behalf of Buyers, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller Parties or the Guarantor with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Parties against the BuyerAdministrative Agent or Buyers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Parties or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Parties for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Administrative Agent may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller Parties or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent to pursue such other rights or remedies or to collect any payments from the Seller Parties or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Parties or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent on behalf of Buyers against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent, the Buyers and its their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Parties may be free from any Obligations. LEGAL02/36936773v5
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and Buyers as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent and Buyers any claim or defense based upon, an election of remedies by the Administrative Agent and Buyers which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Seller Parties or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Seller Parties, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of the Seller Parties and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller Parties’ financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent for such information and will not rely upon the Administrative Agent for any such information. Absent a written request for such information by the Guarantor to the Administrative Agent, Guarantor hereby waives its right, if any, to require the Administrative Agent to disclose to Guarantor any information which the Administrative Agent may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Administrative Agent, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller Parties or any other guarantor to the Administrative Agent, now or at any time and from time to time in the future.
Appears in 2 contracts
Sources: Guaranty (Walter Investment Management Corp), Guaranty (Walter Investment Management Corp)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor hereby agrees that its obligations under this Guaranty constitute a guarantee of payment when due and agree that not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between Seller and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity or enforceability of the Master Repurchase Agreementany Transaction Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guaranty or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantorsand Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Seller from the Obligations, Obligations or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When Except as otherwise set forth herein, when pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that Buyer may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the Buyer, Buyer and its permitted successors, indorseesendorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full full.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, any other guarantor or any other person or security.
(ii) Guarantor is presently informed of the Master Repurchase Agreement shall be terminatedfinancial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller, notwithstanding the status of other guarantor, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information which Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Transaction Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or any other guarantor to Buyer, now or at any time and from time to time during in the term of the Master Repurchase Agreement the Seller may be free from any Obligationsfuture.
Appears in 2 contracts
Sources: Guaranty (TPG RE Finance Trust, Inc.), Guaranty (TPG RE Finance Trust, Inc.)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyers upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Sellers or Guarantor, on the one hand, and Buyers, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Sellers or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master VF1 Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerBuyers, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Sellers against the BuyerBuyers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Sellers for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller Sellers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Buyers to pursue such other rights or remedies or to collect any payments from the Seller Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Sellers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Buyers against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the BuyerBuyers, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master VF1 Repurchase Agreement the Seller Sellers may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyers as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyers any claim or defense based upon, an election of remedies by Buyers which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s (x) subrogation rights, (y) rights to proceed against Sellers or any other guarantor for reimbursement or contribution, and/or (z) any other rights of Guarantor to proceed against Sellers, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of Sellers and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of each Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyers for such information and will not rely upon Buyers for any such information. Absent a written request for such information by Guarantor to Buyers, Guarantor hereby waives its right, if any, to require Buyers to disclose to Guarantor any information which Buyers may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the VF1 Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Buyers, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by Sellers or any other guarantor to Buyers, now or at any time and from time to time in the future.
(iv) Guarantor is not required to register as an “investment company” under the Investment Company Act of 1940, as amended from time to time.
(c) Guarantor hereby covenants that it shall not merge, consolidate, amalgamate, liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided that Guarantor may merge or consolidate with (i) any wholly owned subsidiary of Guarantor, (ii) any other Person if Guarantor is the surviving entity; or (iii) with the prior written consent of the Buyers and the Administrative Agent, so long that, in each case, after giving effect thereto, no Default would exist hereunder.
Appears in 2 contracts
Sources: Repurchase Agreement (PennyMac Mortgage Investment Trust), Guaranty (PennyMac Mortgage Investment Trust)
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller Sellers of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the any Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the any Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Sellers from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Sellers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement Agreement, the Seller Sellers may be free from any Obligations.
Appears in 2 contracts
Sources: Guaranty (New Century Financial Corp), Guaranty (New Century Financial Corp)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or Guarantor, on the one hand, and Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master PC Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master PC Repurchase Agreement the Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s (x) subrogation rights, (y) rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or (z) any other rights of Guarantor to proceed against Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives its right, if any, to require Buyer to disclose to Guarantor any information which Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the PC Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by Seller or any other guarantor to Buyer, now or at any time and from time to time in the future.
(iv) Guarantor is not required to register as an “investment company” under the Investment Company Act of 1940, as amended from time to time.
(c) Guarantor hereby covenants that it shall not merge, consolidate, amalgamate, liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided that Guarantor may merge or consolidate with (i) any wholly owned subsidiary of Guarantor, (ii) any other Person if Guarantor is the surviving entity, or (iii) with the prior written consent of the Administrative Agent, so long that, in each case, after giving effect thereto, no Default would exist hereunder.
Appears in 2 contracts
Sources: Guaranty (PennyMac Mortgage Investment Trust), Guaranty (PennyMac Mortgage Investment Trust)
Guaranty Absolute and Unconditional. The Subject to Section 8, the obligations of each Guarantor under this Guaranty shall be unconditional and absolute, and without limiting the foregoing, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Agent or any other Guaranteed Party upon this Guaranty or acceptance of this Guaranty, the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guaranty; and all dealings between any Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the other Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance performance, to the maximum extent permitted by the Seller of the Obligations and not of their collectibility onlyapplicable law, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Sellershall not be released, without regard to discharged or otherwise altered by (a) the validityinvalidity, regularity irregularity, non-perfection or enforceability unenforceability of the Master Repurchase Credit Agreement, any other Credit Document or any Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent or any other Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performancethat the Obligations have been paid and performed in full) which that may at any time be available to or be asserted by the Seller a Borrower or any other Guarantor against the BuyerAdministrative Agent or any other Guaranteed Party whether in connection with the Credit Documents or any unrelated transactions, (c) any release, impairment, non perfection or invalidity of any direct or indirect security for any obligation of a Borrower, any other Guarantor or any other Person, (d) any change in the corporate existence, structure or ownership of a Borrower, any other Guarantor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Borrower, any other Guarantor or any other Person or any of their properties or assets or any resulting release or discharge of any obligation of a Borrower, any other Guarantor or any other Person under any Credit Document, (e) any provision of applicable law or regulation purporting to prohibit the payment of any Obligation by a Borrower, any other Guarantor or any other Person, or (cf) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantorssuch Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from any Borrower for any of the Obligations, or of the Guarantors from such Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Administrative Agent and any other Guaranteed Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller any Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent or any other Guaranteed Party to pursue such other rights or remedies or to collect any payments from the Seller any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller any Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent and the other Guaranteed Parties against the Guarantorssuch Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent and the other Guaranteed Parties, and its their respective successors, indorsees, transferees and assigns, until all the Obligations and under the obligations of the Guarantors under this Guaranty Credit Documents shall have been satisfied by payment and performance in full and full, the Master Repurchase Agreement Commitments shall be terminated), notwithstanding that from time to time during the term of the Master Repurchase Credit Agreement and any Hedge Agreement the Seller Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder upon (i) a sale or other disposition (including by way of consolidation or merger) of such Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (other than, in either case, to the Company or a Restricted Subsidiary), in each case, as permitted by the Credit Agreement, (ii) the designation in accordance with the Credit Agreement of the Guarantor as an Unrestricted Subsidiary or Immaterial Subsidiary or (iii) to the extent that such Guarantor is not an Immaterial Subsidiary due to operation of the proviso to the definition of “Immaterial Subsidiary”, upon the release of the guarantee referred to in such proviso that resulted in the Guarantor not being an Immaterial Subsidiary. In addition to any release permitted by the preceding sentence, the Administrative Agent may release any Guarantor with the prior written consent of the Required Lenders; provided that any release of all or substantially all the Guarantors shall require the consent of all the Lenders. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent.
Appears in 2 contracts
Sources: Guaranty (Freescale Semiconductor, Ltd.), Guaranty (NXP Semiconductors N.V.)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between Seller and the Guarantor, on the one hand, and the Buyer, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty.
(b) Guarantor hereby expressly waives all set‑offs and counterclaims and all diligence, presentments, demands for payment, demands for performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, notices of sale, notice of default or nonpayment to or upon Seller or the Guarantor, surrender or other handling or disposition of assets subject to the Repurchase Agreement, any requirement that Buyer exhaust any right, power or remedy or take any action against Seller or against any assets subject to the Repurchase Agreement, and other formalities of any kind.
(c) Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off set‑off or counterclaim (other than a defense of payment or performancepayment) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. .
(d) When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. Guarantor.
(e) This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the prior thereto Seller may be free from any Obligations.
(f) Guarantor waives, to the fullest extent permitted by applicable law, all defenses of surety to which it may be entitled by statute or otherwise.
Appears in 2 contracts
Sources: Guaranty (Pennymac Financial Services, Inc.), Guaranty (PennyMac Mortgage Investment Trust)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Except as otherwise set forth in Section 2 hereof, Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Except as otherwise set forth in Section 2 hereof, Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller or the Guarantor with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When Except as otherwise set forth in Section 2 hereof, when pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyer for such information and will not rely upon the Buyer for any such information. Absent a written request for such information by the Guarantor to the Buyer, Guarantor hereby waives its right, if any, to require the Buyer to disclose to Guarantor any information which the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller or any other guarantor to the Buyer, now or at any time and from time to time in the future.
Appears in 2 contracts
Sources: Limited Guaranty (Gleacher & Company, Inc.), Limited Guaranty (Gleacher & Company, Inc.)
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and absolute, unconditional guarantee of the full and punctual payment and performance by the Seller Borrowers of the Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer Administrative Agent or any other party first attempt to collect any of the obligations Obligations from the SellerBorrowers, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Credit Agreement, any other Loan Document, any of the Obligations or any other collateral Collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent or any Affiliate of Administrative Agent, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Seller Borrowers against the BuyerAdministrative Agent or any of its Affiliates, (c) any document presented in connection with the Credit Agreement, or any other Loan Documents or this Guaranty proving to be forged, fraudulent, invalid or insufficient in any respect of any statement therein being untrue or inaccurate in any respect, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrowers or the GuarantorsGuarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Borrowers from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Administrative Agent may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrowers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset of Administrative Agent or any of its Affiliates with respect thereto, and any failure by the Buyer Administrative Agent to pursue such other rights or remedies or to collect any payments from the Seller Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent (or any of its Affiliates) against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, Administrative Agent (and its Affiliates) and its respective successors, indorseesendorsees, transferees and assigns, in each case until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement Credit Agreement, and the other Loan Documents shall be terminated, notwithstanding that from time to time during the term of such agreement the Master Repurchase Agreement the Seller Borrowers may be free from any Obligations.
Appears in 2 contracts
Sources: Limited Recourse Guaranty (Franklin Credit Holding Corp/De/), Limited Recourse Guaranty (Franklin Credit Holding Corp/De/)
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller Borrower of the Obligations and not only of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, (a) without regard to (ai) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Borrower against the BuyerLender, (iii) any defense by the Borrower to the Obligations or any subordination of the Lien on the Collateral or the priority of the Lender in the Collateral, or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Borrower from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instanceinstance and (b) is in no way conditioned upon any requirement that the Lender first attempt to collect any of the Obligations from the Borrower. The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee without regard to waiver, forbearance, compromise, release, settlement, the dissolution, liquidation, reorganization or other change regarding the Borrower, or the Borrower being the subject of any case or proceeding under any bankruptcy or other law for the protection of debtors or creditors, or any other action or matter that would release a guarantor. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerLender, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations Obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time subject to time during the term provisions of the Master Repurchase Agreement the Seller may be free from any ObligationsSection 9 hereof.
Appears in 2 contracts
Sources: Guaranty (Aames Financial Corp/De), Guaranty (Aames Financial Corp/De)
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, Seller without regard to (ai) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations Obligations, or any other collateral security therefor the Obligations or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, (iii) any defense by the Seller to the Obligations or the ownership of the Buyer in the Purchased Items or any subordination of any Lien on the Purchased Items, or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee without regard to waiver, forbearance, compromise, release, settlement, the dissolution, liquidation, reorganization or other change regarding the Seller, or the Seller being the subject of any case or proceeding under any bankruptcy or other law for the protection of debtors or creditors, or any other action or matter that would release a guarantor. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any ObligationsObligations and subject to the provisions of Section 9 hereof.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Lender upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Borrower or Guarantor, on the one hand, and Lender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrower or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Loan Agreement, the other Loan Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Borrower against the BuyerLender, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the BuyerLender, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Loan Agreement the Seller Borrower may be free from any Obligations.
(a) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Lender as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Lender any claim or defense based upon, an election of remedies by Lender which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s (x) subrogation rights, (y) rights to proceed against Borrower or any other guarantor for reimbursement or contribution, and/or (z) any other rights of Guarantor to proceed against Borrower, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of Borrower’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Lender for such information and will not rely upon Lender for any such information. Absent a written request for such information by Guarantor to Lender, Guarantor hereby waives its right, if any, to require Lender to disclose to Guarantor any information which Lender may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Loan Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Lender, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by Borrower or any other guarantor to Lender, now or at any time and from time to time in the future.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand Transferee OP Guarantor waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Transferee or the Transferee OP Guarantor and any Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Transferee OP Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Transferee or the Transferee OP Guarantor with respect to the Obligations. The Transferee OP Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations (and not merely of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, collectibility) without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreementany Relevant Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyerany Beneficiary, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Seller Transferee against the Buyerany Beneficiary, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Transferee or the GuarantorsTransferee OP Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Transferee for the Obligations, or of the Guarantors from Transferee OP Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsTransferee OP Guarantor, the Buyer any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Transferee or any other Person person or entity or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer any Beneficiary to pursue such other rights or remedies or to collect any payments from the Seller Transferee or any such other Person person or entity or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Transferee or any such other Person person or entity or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Transferee 0P Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer any Beneficiary against the GuarantorsTransferee OP Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Transferee OP Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerBeneficiaries, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.their respective
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller Sellers of the Obligations and not of their collectibility only, collectability only and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the SellerSellers, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the a Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Sellers from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Sellers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Sellers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement Agreement, the Seller Sellers may be free from any Obligations.
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Guaranty Absolute and Unconditional. The Guarantors understand and agree that this Guaranty shall be construed as a continuinga. Guarantor hereby guarantees to Buyer the payment in full when due by Seller (whether at the stated maturity, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller acceleration or otherwise) of the Obligations and not without regard to any counterclaim, set-off, deduction or defense of their collectibility onlyany kind which the Guarantor may have or assert, and is without abatement, suspension, deferment or diminution on account of any event or condition whatsoever.
b. The Guarantor agrees to promptly pay all out-of-pocket expenses (including the reasonable fees and expenses of counsel) incurred in no way conditioned upon the enforcement or protection of the rights of Buyer or in the collection of payments hereunder in connection with a failure by Seller to pay the Obligations or in connection with a breach of this Guaranty by the Guarantor.
c. Guarantor agrees that Buyer may at any requirement that time and from time to time, either before or after the Buyer first attempt maturity thereof, without notice to collect or further consent of the Guarantor, change the time, manner or place of payment or any other term of, any Obligation, exchange, release, fail to perfect or surrender any collateral for, or renew or change any term of any of the obligations from Obligations owing to it, and may also enter into a written agreement with Seller or with any other party to the SellerAgreement or person liable on any Obligation, or interested therein, for the extension, renewal, payment, compromise, modification, waiver, discharge or release thereof, in whole or in part, without regard to impairing or affecting this Guaranty. Guarantor hereby agrees that its obligations hereunder shall be absolute, continuing and unconditional, irrespective of (ai) the validity, regularity or enforceability of the Master Repurchase Agreement (other than as a result of the termination of the Agreement upon payment in full of the Obligations and a written notice of termination has been delivered by the Buyer, which written notice shall be promptly delivered by Buyer upon such payment in full, including by means of set-off to the extent set-off is permitted under the Agreement), (ii) the absence of any action to enforce the same, any waiver or consent by Buyer concerning any provisions thereof, (iii) the rendering of any judgment against Seller or any action to enforce the same, (iv) the existence, validity, enforceability, perfection or extent of any collateral therefore or any release of such collateral, (v) any change in the time, manner or place of payment of, or in any other term of, the Agreement or any transaction or confirmation thereunder, any other amendment or waiver of, or any consent to departure from, any of the Obligations terms of the Agreement or any transaction or confirmation thereunder, including any increase or decrease in any amount payable thereunder or the rate at which any interest or amount shall accrue thereunder, (vi) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, (vii) any law, regulation or order of any jurisdiction or any other collateral security therefor similar event affecting the term of any Obligation or guarantee or right of offset Buyer’s rights with respect thereto at or (viii) any time other circumstance that might otherwise constitute a legal or from time equitable discharge of a guarantor or a defense of a guarantor (other than the defense of the statute of limitations or as a result of the termination of the Agreement and payment in full of the Obligations, including by means of set-off to time held the extent set-off is permitted under the Agreement), including (a) any law, rule or policy that is now or hereafter promulgated by the Buyerany governmental authority (including any central bank) or regulatory body that may adversely affect Buyer or Seller’s ability or obligation to make or receive such payments, (b) any defensenationalization, set-off expropriation, war, riot, civil commotion or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyersimilar event, or (c) any inability to convert any currency into the currency of payment of such obligation and (d) any inability to transfer funds in the currency of payment of such obligation to the place of payment therefor. For the avoidance of doubt, the parties agree that (i) any amendment or waiver with respect to the Agreement that affects the Obligations under this Guaranty shall modify the Obligations under this guaranty accordingly, and (ii) the Obligations under this Guaranty may be satisfied by means of set-off to the extent set-off is permitted under the Agreement, and that the Guarantor may also exercise any right that Seller may exercise under the Agreement to cure any default in respect of its obligations under the Agreement and may interpose any defense which Seller is or would have been entitled to interpose (other circumstance whatsoever than any defense arising by reason of any disability, lack of capacity, bankruptcy or insolvency of Seller or as otherwise provided for herein); provided, however, that the Guarantor’s obligations hereunder may not be reduced by set-off against any other amounts as may payable by the Buyer to the Guarantor arising under other contracts or obligations existing between the Guarantor and the Buyer (with or without notice to or knowledge if any).
d. In case of the failure of Seller or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from punctually pay the Obligations, or the Guarantor hereby agrees upon written demand by the Buyer to cause any such payment to be made pursuant to the terms of the Guarantors from this Guaranty, in bankruptcy or in any other instance. When making any demand hereunder against Guarantor, or pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. No failure, delay or single or partial exercise by Buyer of its rights or remedies hereunder shall operate as a waiver of such rights or remedies. All rights and remedies hereunder or allowed by law shall be cumulative and exercisable from time to time.
e. This Guaranty Guaranty, which is a guaranty of payment and not of collection only, shall remain in full force and effect until thirty days after the date Buyer terminates this Guaranty upon written notice. It is understood and be binding agreed, however, that notwithstanding any such termination this Guaranty shall continue in accordance full force and effect with and respect to all Obligations arising prior to such termination, including for greater certainty, Obligations arising from transactions entered into prior to the extent termination of its terms upon this Guaranty. Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the Guarantors and the successors and assigns case may be, if at any time payment, or any part thereof, and of any Obligation is rescinded or must otherwise be restored or returned due to bankruptcy or insolvency laws or otherwise. This Guaranty shall continue to be effective if Seller changes its name, merges or consolidates with or into another entity, loses its separate legal entity or ceases to exist.
f. This Guaranty shall inure to the benefit of the Buyer, and its successors, indorseesendorsees, transferees and assigns, assigns until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been discharged, terminated or satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that that, from time to time during the term of the Master Repurchase Agreement the time, Seller may be free from any Obligations.
g. Guarantor waives acceptance of this Guaranty, diligence, set-off promptness, presentment, protest, notice of protest, acceleration and dishonor, filing of claims with a court in the event of insolvency or bankruptcy of Seller (and the failure of Buyer to file a claim shall not affect the Guarantor’s obligations hereunder), and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty.
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Sources: Guaranty (Angel Oak Mortgage, Inc.)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between any Seller or Guarantor, on the one hand, and Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the any Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the a Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the any Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the any Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Agreement, any Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against any Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against any Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of each Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of each Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives its right, if any, to require Buyer to disclose to Guarantor any information which Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by any Seller or any other guarantor to Buyer, now or at any time and from time to time in the future.
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Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyers upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Sellers or Guarantor, on the one hand, and Buyers, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Sellers or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master PC Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerBuyers, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Sellers against the BuyerBuyers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Sellers for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Buyers may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller Sellers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Buyers to pursue such other rights or remedies or to collect any payments from the Seller Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Sellers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Buyers against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the BuyerBuyers, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master PC Repurchase Agreement the Seller Sellers may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyers as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyers any claim or defense based upon, an election of remedies by Buyers which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s (x) subrogation rights, (y) rights to proceed against Sellers or any other guarantor for reimbursement or contribution, and/or (z) any other rights of Guarantor to proceed against Sellers, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of Sellers and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of each Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyers for such information and will not rely upon Buyers for any such information. Absent a written request for such information by Guarantor to Buyers, Guarantor hereby waives its right, if any, to require Buyers to disclose to Guarantor any information which Buyers may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the PC Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Buyers, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by Sellers or any other guarantor to Buyers, now or at any time and from time to time in the future.
(iv) Guarantor is not required to register as an “investment company” under the Investment Company Act of 1940, as amended from time to time.
(c) Guarantor hereby covenants that it shall not merge, consolidate, amalgamate, liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided that Guarantor may merge or consolidate with (i) any wholly owned subsidiary of Guarantor, (ii) any other Person if Guarantor is the surviving entity, or (iii) with the prior written consent of the Administrative Agent, so long that, in each case, after giving effect thereto, no Default would exist hereunder.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Limited Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Guaranteed Obligations and not of their collectibility only, collectability only and is in no way conditioned upon any requirement that the Buyer Collateral Agent first attempt to collect any of the obligations Guaranteed Obligations from the SellerBorrower, without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementCredit Agreement or any other Loan Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyera Lender, (b) any defense, set-off off, deduction, abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Borrower against the BuyerCollateral Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower, Guarantor or the GuarantorsPerformance Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors Guarantor from this Limited Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Collateral Agent may, but shall be under no obligation to, pursue such rights rights, powers, privileges and remedies as it may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Collateral Agent to pursue such other rights or remedies or to collect any payments from the Seller Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights rights, powers, privileges and remedies, whether express, implied or available as a matter of lawlaw or equity, of the Buyer Collateral Agent against the GuarantorsGuarantor. This Limited Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerCollateral Agent, and its successors, indorsees, transferees and assignsfor the benefit of the Secured Parties, until all the Guaranteed Obligations and the obligations of the Guarantors Guarantor under this Limited Guaranty shall have been satisfied by performance and payment in full and the Master Repurchase Credit Agreement shall be have been terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement Credit Agreement, the Borrower, Seller and/or Servicer may be free from any Guaranteed Obligations. This Limited Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations existing after any attempted revocation by Guarantor.
Appears in 1 contract
Guaranty Absolute and Unconditional. (a) The Guarantors understand Guarantor waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Sellers and the Guarantor, on the one hand, and the Buyer, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty.
(b) The Guarantor hereby expressly waives all set-offs and counterclaims and all diligence, presentments, demands for payment, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, notices of sale, notice of default or nonpayment to or upon the Sellers or the Guarantor, surrender or other handling or disposition of assets subject to the Repurchase Agreement, any requirement that the Buyer exhaust any right, power or remedy or take any action against the Seller or against any assets subject to the Repurchase Agreement, and other formalities of any kind.
(c) The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the a Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Sellers from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. .
(d) When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Sellers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Sellers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. Guarantor.
(e) This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during prior thereto the term of the Master Repurchase Agreement the Seller Sellers may be free from any Obligations.
(f) The Guarantor waives, to the fullest extent permitted by applicable law, all defenses of surety to which it may be entitled by statute or otherwise.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller or the Guarantor with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against the Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyer for such information and will not rely upon the Buyer for any such information. Absent a written request for such information by the Guarantor to the Buyer, Guarantor hereby waives its right, if any, to require the Buyer to disclose to Guarantor any information which the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller or any other guarantor to the Buyer, now or at any time and from time to time in the future.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Guaranteed Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer RBS first attempt to collect any of the obligations from the Seller, Seller without regard to (ai) the validity, regularity or enforceability of the Master Repurchase AgreementAgreements, any of the Obligations Guaranteed Obligations, or any other collateral security therefor the Guaranteed Obligations or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerRBS, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against RBS, (iii) any defense by Seller to the BuyerGuaranteed Obligations or the ownership of RBS, in the Purchased Items or any subordination of any Lien on the Purchased Items, or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Guaranteed Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee without regard to waiver, forbearance, compromise, release, settlement, the dissolution, liquidation, reorganization or other change regarding Seller, or Seller being the subject of any case or proceeding under any bankruptcy or other law for the protection of debtors or creditors, or any other action or matter that would release a guarantor. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer RBS may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Buyer RBS to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer RBS against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, RBS and its successors, indorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase each Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any ObligationsGuaranteed Obligations and subject to the provisions of Section 9 hereof.
Appears in 1 contract
Sources: Guaranty (PHH Corp)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller or the Guarantor with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor's subrogation rights, rights to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller's financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyer for such information and will not rely upon the Buyer for any such information. Absent a written request for such information by the Guarantor to the Buyer, Guarantor hereby waives its right, if any, to require the Buyer to disclose to Guarantor any information which the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller or any other guarantor to the Buyer, now or at any time and from time to time in the future.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand (a) Each Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Purchaser upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or Guarantors, on the one hand, and Purchaser, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerPurchaser, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the BuyerPurchaser, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from a Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsa Guarantor, the Buyer Purchaser may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Purchaser to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Purchaser against the Guarantorsany Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the their successors and assigns thereof, and shall inure to the benefit of the BuyerPurchaser, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Agreement, Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, each Guarantor hereby agrees, acknowledges, and represents and warrants to Purchaser as follows:
(i) Each Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Purchaser any claim or defense based upon, an election of remedies by Purchaser which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes such Guarantor’s subrogation rights, rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or any other rights of such Guarantor to proceed against Seller, against any other guarantor, or against any other person or security.
(ii) Each Guarantor is presently informed of the financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Purchaser for such information and will not rely upon Purchaser for any such information. Absent a written request for such information by a Guarantor to Purchaser, each Guarantor hereby waives its right, if any, to require Purchaser to disclose to such Guarantor any information which Purchaser may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Each Guarantor has independently reviewed the Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Purchaser, neither Guarantor is in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by Seller or any other guarantor to Purchaser, now or at any time and from time to time in the future.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Guaranteed Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations Obligations from the Seller, Seller and is made without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementPrincipal Agreements, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off or counterclaim (other than a defense of payment or performancepayment) which may at any time be available to or be asserted by the Seller against the Buyer, Buyer or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Guaranteed Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and permitted assigns thereof, and shall inure to the benefit of the Buyer, Buyer and its successors, indorseesendorsees, transferees and permitted assigns, until all the Guaranteed Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedsatisfaction and discharge of the Agreement, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Agreement, Seller may be free from any Guaranteed Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or Guarantor, on the one hand, and Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Administrative Agent on behalf of Buyers, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guarantor with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the BuyerAdministrative Agent or Buyers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Administrative Agent may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent on behalf of Buyers against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent, the Buyers and its their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and Buyers as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent and Buyers any claim or defense based upon, an election of remedies by the Administrative Agent and Buyers which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent for such information and will not rely upon the Administrative Agent for any such information. Absent a written request for such information by the Guarantor to the Administrative Agent, Guarantor hereby waives its right, if any, to require the Administrative Agent to disclose to Guarantor any information which the Administrative Agent may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Administrative Agent, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller or any other guarantor to the Administrative Agent, now or at any time and from time to time in the future.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or Guarantor, on the one hand, and Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master PC Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master PC Repurchase Agreement the Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s (x) subrogation rights, (y) rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or (z) any other rights of Guarantor to proceed against Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives its right, if any, to require Buyer to disclose to Guarantor any information which Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the PC Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by Seller or any other guarantor to Buyer, now or at any time and from time to time in the future.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller Borrower of the Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer Lender first attempt to collect any of the obligations Obligations from the SellerBorrower or any other Guarantor, without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementLoan Agreement or any other Loan Document, any of the Obligations or the obligations of each Guarantor hereunder or any other collateral security therefor or guarantee thereof or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (b) any defense, set-off off, deduction, abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Borrower against the BuyerLender or any other Guarantor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantorsany Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Borrower from the Obligations, or of the Guarantors any Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Lender may, but shall be under no obligation to, pursue such rights rights, powers, privileges and remedies as it may have against the Seller Borrower or any other Person or against the Pledged Guaranty Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors any Guarantor of any liability hereunder, and shall not impair or affect the rights rights, powers, privileges and remedies, whether express, implied or available as a matter of lawlaw or equity, of the Buyer Lender against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the BuyerLender, and each of its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by performance and payment in full and the Master Repurchase Loan Agreement and the other Loan Documents shall be have been terminated, notwithstanding that from time to time during the term of the Master Repurchase Loan Agreement the Seller a Borrower may be free from any Obligations.
Appears in 1 contract
Sources: Guaranty and Security Agreement (General Motors Corp)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or Guarantor, on the one hand, and Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement the Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s (x) subrogation rights, (y) rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or (z) any other rights of Guarantor to proceed against Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives its right, if any, to require Buyer to disclose to Guarantor any information which Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by Seller or any other guarantor to Buyer, now or at any time and from time to time in the future.
(iv) Guarantor is not required to register as an “investment company” under the Investment Company Act of 1940, as amended from time to time.
(c) Guarantor hereby covenants that it shall not merge, consolidate, amalgamate, liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided that Guarantor may merge or consolidate with (i) any wholly owned subsidiary of Guarantor, (ii) any other Person if Guarantor is the surviving entity; or (iii) with the prior written consent of the Buyer and the Administrative Agent, so long that, in each case, after giving effect thereto, no Default would exist hereunder.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller or the Guarantor with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyer for such information and will not rely upon the Buyer for any such information. Absent a written request for such information by the Guarantor to the Buyer, Guarantor hereby waives its right, if any, to require the Buyer to disclose to Guarantor any information which the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller or any other guarantor to the Buyer, now or at any time and from time to time in the future.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Sellers or the Guarantor, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Sellers or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Sellers against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Sellers for the ObligationsObligations (other than payment or performance), or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Sellers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Sellers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its Buyer’s successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Sellers may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Sellers or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Sellers, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of the Sellers and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Sellers’ financial condition, the status of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyer for such information and will not rely upon the Buyer for any such information. Absent a written request for such information by the Guarantor to the Buyer, Guarantor hereby waives its right, if any, to require the Buyer to disclose to Guarantor any information which the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Sellers or any other guarantor to the Buyer, now or at any time and from time to time in the future.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Seller and the Guarantor, on the one hand, and the Buyer, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty.
(b) Guarantor hereby expressly waives all set‑offs and counterclaims and all diligence, presentments, demands for payment, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, notices of sale, notice of default or nonpayment to or upon the Seller or the Guarantor, surrender or other handling or disposition of assets subject to the Repurchase Agreement, any requirement that Buyer exhaust any right, power or remedy or take any action against the Seller or against any assets subject to the Repurchase Agreement, and other formalities of any kind.
(c) Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity enforceability, discharge, disaffirmance, settlement or enforceability compromise (by any Person, including any trustee in bankruptcy or other similar official) of the Master Repurchase AgreementObligations or of the Facility Documents, (ii) the absence of any attempt to collect the Obligations from the Seller or any guarantor or other Person, (iii) the waiver or consent by Buyer or any other Person with respect to any provision of any instrument or agreement evidencing the Obligations, any delay or lack of diligence in the enforcement of the Obligations, or any failure to institute proceedings, file a claim, give any required notices or otherwise protect the Obligations, (iv) any change of the time, manner or place of payment or performance or any other term of any of the Obligations, (v) any law, regulation or order of any jurisdiction affecting any term of any of the Obligations or rights of Buyer with respect thereto, (vi) the failure by Buyer to take any steps to perfect and maintain perfected its interest in any security or collateral related to the Obligations, (vii) the commencement of any bankruptcy, insolvency or similar proceeding with respect to Seller or any affiliate of Seller, (viii) any full or partial release of, compromise or settlement with, or agreement not to ▇▇▇, Seller or any guarantor or other Person liable in respect of any Obligations, (ix) any release, surrender, cancellation or other discharge of any evidence of the Obligations or the acceptance of any instrument in renewal or substitution thereof, (x) any collection, sale, or disposition of, or any other collateral security therefor enforcement of or guarantee realization on, any Mortgage Loan or right of offset with respect thereto at any time or from time to time held by the BuyerPurchased Asset, (bxi) any defenseassignment, set-off pledge or counterclaim other transfer of the Obligations or any evidence thereof, (other than a defense xii) any acceptance of payment collateral security, guarantors, accommodation parties or performance) which may at sureties for any time be available to or be asserted by the Seller against the Buyerall Obligations, or (cxiii) any other circumstance whatsoever (with legal or without notice to equitable discharge or knowledge defense of the Seller Guarantor. The Guarantor waives any and all defenses and discharges available to a surety, guarantor or the Guarantorsaccommodation co-obligor.
(d) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. to
(e) This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement prior thereto the Seller may be free from any Obligations.
(f) Guarantor waives, to the fullest extent permitted by applicable law, all defenses of surety to which it may be entitled by statute or otherwise.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor hereby agrees that its obligations under this Guaranty constitute a guarantee of payment when due and agree that not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between Seller and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity or enforceability of the Master Repurchase Agreementany agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, (iii) any requirement that ▇▇▇▇▇ exhaust any right to take any action against Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guaranty or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantorsand Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Seller from the Obligations, Obligations or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that Buyer may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the Buyer, Buyer and its successors, indorsees, transferees successors and permitted assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full full.
(a) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by ▇▇▇▇▇ which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, any other guarantor or any other person or security.
(ii) Guarantor is presently informed of the Master Repurchase Agreement shall be terminatedfinancial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller, notwithstanding the status of other guarantor, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information which Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Transaction Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or any other guarantor to Buyer, now or at any time and from time to time during in the term of the Master Repurchase Agreement the Seller may be free from any Obligationsfuture.
Appears in 1 contract
Sources: Guaranty Agreement (Starwood Credit Real Estate Income Trust)
Guaranty Absolute and Unconditional. The Guarantors understand Transferee OP Guarantor waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Transferee or the Transferee OP Guarantor and any Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Transferee OP Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Transferee or the Transferee OP Guarantor with respect to the Obligations. The Transferee OP Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations (and not merely of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, collectibility) without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreementany Relevant Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyerany Beneficiary, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Seller Transferee against the Buyerany Beneficiary, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Transferee or the GuarantorsTransferee OP Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Transferee for the Obligations, or of the Guarantors from Transferee OP Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsTransferee OP Guarantor, the Buyer any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Transferee or any other Person person or entity or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer any Beneficiary to pursue such other rights or remedies or to collect any payments from the Seller Transferee or any such other Person person or entity or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Transferee or any such other Person person or entity or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Transferee 0P Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer any Beneficiary against the GuarantorsTransferee OP Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Transferee OP Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerBeneficiaries, and its their respective successors, indorseesendorsees, transferees and assigns, until all of the Obligations and the obligations of the Guarantors Transferee OP Guarantor under this Guaranty Agreement shall have been PARTICIPATION AGREEMENT [N620SW] A-3 67 satisfied by payment and performance in full and full. The Transferee OP Guarantor further agrees that, without limiting the Master Repurchase Agreement generality of this Guaranty, if any Beneficiary (or any assignee thereof) shall be terminatedprevented by applicable law from exercising its remedies (or any of them) against the Transferee under any Operative Document, notwithstanding such Beneficiary (or any assignee thereof) shall be entitled to receive hereunder from the Transferee OP Guarantor, upon demand therefor, the sums that would have otherwise been due from time the Transferee had such remedies been able to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationsexercised.
Appears in 1 contract
Guaranty Absolute and Unconditional. The (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or Guarantors, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller or Guarantors understand and agree that this with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from any Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorseither Guarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantorseither Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, each Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyer as follows:
(i) Such Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes such Guarantor’s subrogation rights, rights to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantors to proceed against the Seller, against any other guarantor, or against any other person or security.
(ii) Such Guarantor is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Such Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyer for such information and will not rely upon the Buyer for any such information. Absent a written request for such information by such Guarantor to the Buyer, such Guarantor hereby waives its right, if any, to require the Buyer to disclose to such Guarantor any information which the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Such Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Buyer, such Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller or any other guarantor to the Buyer, now or at any time and from time to time in the future.
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Guaranty Absolute and Unconditional. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent, either Issuing Bank or any Lender upon this Guaranty Agreement or acceptance of this Guaranty Agreement, and the Obligations (and any of them) shall conclusively be deemed to have been created, contracted or incurred and extended, amended and waived in reliance upon this Guaranty Agreement, and all dealings between the Company or the Guarantors understand and agree the Agent, either Issuing Bank or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty Agreement. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment, notice of intention to accelerate maturity and notice of acceleration of maturity to or upon the Company or the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guaranty Agreement shall be construed as a continuing, absolute absolute, completed, unconditional (except as expressly conditioned pursuant to the terms hereof) and unconditional irrevocable guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, collection without regard to (a) the validity, regularity or enforceability of the Master Repurchase Credit Agreement, the other Financing Documents, any of the Obligations or any other collateral security or guaranty therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAgent, either Issuing Bank or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Company or any other Person liable for the Obligations against the BuyerAgent, either Issuing Bank or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Company or the Guarantorsany Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantors, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.construed
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Counterparty upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Company or the Guarantor, on the one hand, and Counterparty, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or the Guarantor with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementAgreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerCounterparty, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance or any defense, setoff or counterclaim permitted by section 4 hereof) which may at any time be available to or be asserted by the Seller Company against the BuyerCounterparty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Company or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Company for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Counterparty may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Company or any other Person person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Counterparty to pursue such other rights or remedies or to collect any payments from the Seller Company or any such other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Company or any such other Person person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.rights
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty Agreement shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the its Guaranty Obligations and Guaranty Expenses and not of their collectibility only, collectability only and is in no way conditioned upon any requirement that the Buyer or Repo Agent first attempt to collect any of the obligations Guaranty Obligations or Guaranty Expenses from the Seller, without regard to Sellers or upon (a) the validity, regularity or enforceability of the Master Repurchase AgreementAgreement or any other Facility Document, any of the Guaranty Obligations or any other collateral security Guaranty Expenses therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerBuyer or Repo Agent, (b) any defense, set-off off, deduction, abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Sellers against Buyer or Repo Agent, (c) the Seller against lack of authority of Sellers to execute or deliver the BuyerRepurchase Agreement, (d) any change in the time, manner or place of payment of, or in any other term of, or amendment to the Repurchase Agreement, (ce) any waiver or consent by Buyer or Repo Agent with respect to any provisions of the Repurchase Agreement or any compromise or release of any of the obligations thereunder, (f) the absence of any action to enforce the Repurchase Agreement, to recover any judgment against Sellers or to enforce a judgment against Sellers under the Repurchase Agreement, (g) the occurrence of any Event of Default or Default under the Repurchase Agreement, (h) the existence of bankruptcy, insolvency, reorganization or similar proceedings involving Sellers, (i) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, collateral securing the Repurchase Agreement, (j) any change in the laws, rules or regulations of any jurisdiction, (k) any present or future action of any Governmental Authority or court amending, varying, reducing or otherwise affecting or purporting to amend, vary, reduce or otherwise affect, any of the obligations of Sellers under the Repurchase Agreement or of Guarantor under this Guaranty Agreement, (l) the reorganization, merger or consolidation of either Seller into or with any other corporation or entity, (m) if any payment by a Seller to Buyer or Repo Agent is held to constitute a preference under bankruptcy laws, or for any reason Buyer or Repo Agent is required to refund such payment or pay such amount to such Seller, Guarantor or any other Person or (n) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors Guarantor from this GuarantyGuaranty Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Repo Agent may, but shall be under no obligation to, pursue (i) such rights rights, powers, privileges and remedies as it may have against the Seller Sellers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or (ii) any right of offset with respect thereto, and any failure by the Buyer Repo Agent to pursue such other rights or remedies or to collect any payments from the Seller Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Sellers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights rights, powers, privileges and remedies, whether express, implied or available as a matter of lawlaw or equity, of the Buyer Repo Agent against the GuarantorsGuarantor. This Guaranty Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereofassigns, and shall inure to the benefit of the BuyerBuyer and Repo Agent, and its their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty Termination Date shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationsoccurred.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Guarantor Obligations and notice of or, proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Guarantor Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or the Guarantor, on the one hand, and the Buyer, on the other, shall, likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guaranty with respect to the Guarantor Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Repurchase Documents, any of the Obligations Guarantor Obligations, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other other, circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Seller from the Guarantor Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Guarantor Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorseesendorsees, transferees and assigns, until all the Guarantor Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Guarantor Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyers upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or Guarantor, on the one hand, and the Buyers, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Series 2▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement, the Series 2▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerBuyers, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the BuyerBuyers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Buyers may, but shall be under no obligation to, pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Buyers to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Buyers against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the BuyerBuyers, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Series 2▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement or the Series 2▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyers as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyers any claim or defense based upon, an election of remedies by the Buyers which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s (x) subrogation rights, (y) rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or (z) any other rights of Guarantor to proceed against Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyers for such information and will not rely upon the Buyers for any such information. Absent a written request for such information by Guarantor to the Buyers, Guarantor hereby waives its right, if any, to require the Buyers to disclose to Guarantor any information which the Buyers may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Series 2▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement, the Series 2▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Buyers, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by Seller or any other guarantor to the Buyers, now or at any time and from time to time in the future.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty LEGAL02/36735576v4
(b) Guarantor hereby expressly waives all set‑offs and counterclaims and all diligence, presentments, demands for payment, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, notices of sale, notice of default or nonpayment to or upon Seller or the Guarantor, surrender or other handling or disposition of assets subject to the Repurchase Agreement, any requirement that Buyer exhaust any right, power or remedy or take any action against Seller or against any assets subject to the Repurchase Agreement, and other formalities of any kind.
(c) Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off set‑off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. .
(d) When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. Guarantor.
(e) This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the prior thereto Seller may be free from any Obligations.
(f) Guarantor waives, to the fullest extent permitted by applicable law, all defenses of surety to which it may be entitled by statute or otherwise. LEGAL02/36735576v4
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Lender upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Borrower or Guarantor, on the one hand, and Lender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrower or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Loan Agreement, the other Loan Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Borrower against the BuyerLender, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the BuyerLender, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Loan Agreement the Seller Borrower may be free from any Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. (a) The Guarantors understand Guarantor waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Sellers and the Guarantor, on the one hand, and the Buyer, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty.
(b) The Guarantor hereby expressly waives all set-offs and counterclaims and all diligence, presentments, demands for payment, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, notices of sale, notice of default or nonpayment to or upon the Sellers or the Guarantor, surrender or other handling or disposition of assets subject to the Repurchase Agreement, any requirement that Buyer exhaust any right, power or remedy or take any action against the Seller or against any assets subject to the Repurchase Agreement, and other formalities of any kind.
(c) The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the a Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Sellers from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. .
(d) When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Sellers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Sellers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. Guarantor.
(e) This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during prior thereto the term of the Master Repurchase Agreement the Seller Sellers may be free from any Obligations.
(f) The Guarantor waives, to the fullest extent permitted by applicable law, all defenses of surety to which it may be entitled by statute or otherwise.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or Guarantor, on the one hand, and Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master MSRVF1 Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master MSRVF1 Repurchase Agreement the Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s (x) subrogation rights, (y) rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or (z) any other rights of Guarantor to proceed against Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives its right, if any, to require Buyer to disclose to Guarantor any information which Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the MSRVF1 Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by Seller or any other guarantor to Buyer, now or at any time and from time to time in the future.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations Obligations from the any related Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementAgreement or any other Repurchase Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off off, deduction, abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the any related Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any related Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights rights, powers, privileges and remedies as it may have against the any related Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the any related Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any related Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights rights, powers, privileges and remedies, whether express, implied or available as a matter of lawlaw or equity, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Repurchase Obligations and the obligations Obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by performance and payment in full and the Master Repurchase Agreement and the other Repurchase Documents shall be have been terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Agreement, one or more Sellers may be free from any Repurchase Obligations.
Appears in 1 contract
Sources: Guaranty Agreement (PennyMac Mortgage Investment Trust)
Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller Borrower of the Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer Lender first attempt to collect any of the obligations from the Seller, Borrower without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementFinancing Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Borrower against the BuyerLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Borrower from the Obligations, or of the Guarantors from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantors, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the BuyerLender, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement Financing Documents shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement Financing Documents the Seller Borrower may be free from any Obligations.
Appears in 1 contract
Sources: Residual Financing Facility Agreement (New Century Financial Corp)
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee Guarantee of the full and punctual payment and performance by the Seller of the Guarantor Obligations (and not of their collectibility collectability only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, ) without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementAgreement or any other Repurchase Document, any of the Guarantee Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off off, deduction, abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the any Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the a Seller from the Obligations, for Guarantor or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When making a demand hereunder or pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, make a similar demand on any Seller or pursue such rights rights, powers, privileges and remedies as it may have against the any Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to make any such demand or pursue such other rights or remedies or to collect any payments from the any Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the a Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any obligations or liability hereunder, and shall not impair or affect the rights rights, powers, privileges and remedies, whether express, implied or available as a matter of lawlaw or equity, of the Buyer against Guarantor. For the Guarantorspurposes hereof “demand” shall include the commencement and continuance of any legal proceedings. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, successors and permitted indorsees, transferees and assigns, until all the Repurchase Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by performance and payment in full and the Master Repurchase Agreement and the other Repurchase Documents shall be have been terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Agreement, one or more Sellers may be free from any Repurchase Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between any Seller or the Guarantor, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the any Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the any Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the a Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the any Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the any Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the any Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor's subrogation rights, rights to proceed against any Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against any Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of each Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of each Seller's financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyer for such information and will not rely upon the Buyer for any such information. Absent a written request for such information by the Guarantor to the Buyer, Guarantor hereby waives its right, if any, to require the Buyer to disclose to Guarantor any information which the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by any Seller or any other guarantor to the Buyer, now or at any time and from time to time in the future.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Administrative Agent on behalf of Buyers, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller or the Guarantor with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the BuyerAdministrative Agent or Buyers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Administrative Agent may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent on behalf of Buyers against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereofassigns, and shall inure to the benefit of the BuyerAdministrative Agent, the Buyers and their respective successors, and its successors, permitted indorsees, transferees and assignsassigns under the Repurchase Agreement, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and Buyers as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent and Buyers any claim or defense based upon, an election of remedies by the Administrative Agent and Buyers which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent for such information and will not rely upon the Administrative Agent for any such information. Absent a written request for such information by the Guarantor to the Administrative Agent, Guarantor hereby waives its right, if any, to require the Administrative Agent to disclose to Guarantor any information which the Administrative Agent may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Administrative Agent, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller or any other guarantor to the Administrative Agent, now or at any time and from time to time in the future.
Appears in 1 contract
Sources: Guaranty (Benefit Street Partners Realty Trust, Inc.)
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Guaranteed Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, Seller without regard to (ai) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations Guaranteed Obligations, or any other collateral security therefor the Guaranteed Obligations or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, (iii) any defense by the Seller to the Guaranteed Obligations or the ownership of the Buyer in the Purchased Items or any subordination of any Lien on the Purchased Items, or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Guaranteed Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee without regard to waiver, forbearance, compromise, release, settlement, the dissolution, liquidation, reorganization or other change regarding the Seller, or the Seller being the subject of any case or proceeding under any bankruptcy or other law for the protection of debtors or creditors, or any other action or matter that would release a guarantor. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any ObligationsGuaranteed Obligations and subject to the provisions of Section 9 hereof.
Appears in 1 contract
Sources: Guaranty (PHH Corp)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Lender upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between any Borrower or the Guarantor, on the one hand, and the Lender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Loan Agreement, the other Facility Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller it or any Borrower against the BuyerLender, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller any Borrower or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from any Borrower for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller any Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller any Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the BuyerLender, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Loan Agreement the Seller Borrowers may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Lender as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Lender any claim or defense based upon, an election of remedies by the Lender which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against any Borrower or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against any Borrower, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of each Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of each Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Lender for such information and will not rely upon the Lender for any such information. Absent a written request for such information by the Guarantor to the Lender, Guarantor hereby waives its right, if any, to require the Lender to disclose to Guarantor any information which the Lender may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Loan Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Lender, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by Borrowers or any other guarantor to the Lender, now or at any time and from time to time in the future.
Appears in 1 contract
Sources: Guaranty Agreement (PennyMac Mortgage Investment Trust)
Guaranty Absolute and Unconditional. The Guarantors understand Parent Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Guaranteed Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations Guaranteed Obligations from the Seller, Seller and is made without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementPrincipal Agreements, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off or counterclaim (other than a defense of payment or performancepayment) which may at any time be available to or be asserted by the Seller against the Buyer, Buyer or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsParent Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Guaranteed Obligations, or of the Guarantors Parent Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsParent Guarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Parent Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsParent Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Parent Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, Buyer and its successors, indorseesendorsees, transferees and permitted assigns, until all the Guaranteed Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedsatisfaction and discharge of the Agreement, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Agreement, Seller may be free from any Guaranteed Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, collection or collectability only and is in no way conditioned upon any requirement that the Buyer JPM Chase first attempt to collect any of the obligations from the Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementAgreement or any other Transaction Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerJPM Chase, (b) any defense, set-off setoff, deduction, abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, JPM Chase or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer JPM Chase may, but shall be under no obligation to, pursue such rights rights, powers, privileges and remedies as it may have against the Seller or any other Person or against the Pledged Collateral Mortgage Assets or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer JPM Chase to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights rights, powers, privileges and remedies, whether express, implied or available as a matter of lawlaw or equity, of the Buyer JPM Chase against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerJPM Chase, and its successors, indorsees, transferees and assigns, until all of the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by performance and payment in full and the Master Repurchase Agreement and the other Transaction Documents shall be have been terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.
Appears in 1 contract
Sources: Guaranty (Walker & Dunlop, Inc.)
Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Bank upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Guarantor, on the one hand, and the Bank, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower from time to time, notice of default, diligence, presentment, notice of dishonor, protest and demand for payment. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee Guaranty of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (a) the validity, regularity validity or enforceability of the Master Repurchase Credit Agreement, the Revolving Credit Note, any of the other Loan Documents, any of the Obligations or any other collateral security therefor or guarantee guaranty or right of offset with respect thereto at any time or from time to time held by or for the Buyerbenefit of the Bank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller Borrower against the BuyerBank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Obligations, or of the Guarantors from under this Guaranty, in bankruptcy or in any other instance. When the Bank is pursuing its rights and remedies hereunder against the Guarantors, the Buyer Bank may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Bank to pursue such other rights or remedies or to collect any payments from the Seller Borrower or any such other Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of the Seller Borrower or any such other Person or of any such collateral security, guarantee Guaranty or right of offset, shall not relieve the Guarantors of any joint and several liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Bank against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Lender upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between Borrower or the Guarantor, on the one hand, and the Lender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrower or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Loan Agreement, the other Facility Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller it or Borrower against the BuyerLender, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the BuyerLender, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Loan Agreement the Seller Borrower may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Lender as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Lender any claim or defense based upon, an election of remedies by the Lender which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Borrower or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against Borrower, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Lender for such information and will not rely upon the Lender for any such information. Absent a written request for such information by the Guarantor to the Lender, Guarantor hereby waives its right, if any, to require the Lender to disclose to Guarantor any information which the Lender may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Loan Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Lender, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by Borrower or any other guarantor to the Lender, now or at any time and from time to time in the future.
Appears in 1 contract
Sources: Guaranty Agreement (PennyMac Mortgage Investment Trust)
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, collection or collectability only and is in no way conditioned upon any requirement that the Buyer Chase first attempt to collect any of the obligations from the Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementAgreement or any other Transaction Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerChase, (b) any defense, set-off setoff, deduction, abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, Chase or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Chase may, but shall be under no obligation to, pursue such rights rights, powers, privileges and remedies as it may have against the Seller or any other Person or against the Pledged Collateral Mortgage Assets or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Chase to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights rights, powers, privileges and remedies, whether express, implied or available as a matter of lawlaw or equity, of the Buyer Chase against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerChase, and its successors, indorsees, transferees and assigns, until all of the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by performance and payment in full and the Master Repurchase Agreement and the other Transaction Documents shall be have been terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor hereby waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Holder upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2; and all dealings between the Company and a Guarantor, on the one hand, and the Holder, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 2. Each Guarantor hereby waives, to the extent permitted by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or the Guarantor with respect to the Obligations. Each Guarantor understands and agrees that the guaranty contained in this Guaranty Section 2 shall be construed as a continuing, absolute and unconditional guarantee guaranty of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off or counterclaim (other than a defense of actual payment or performanceand performance of all Obligations) which may at any time be available to or be asserted by the Seller Company or any other Person against the BuyerHolder, or (cb) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Company or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Company for the Obligations, or of a Guarantor under the Guarantors from guaranty contained in this GuarantySection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsa Guarantor, the Buyer Holder may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Seller Company or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Holder to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Company or any such other Person or to realize upon any such collateral security or guarantee other guaranty or to exercise any such right of offset, or any release of the Seller Company or any such other Person or any such collateral security, guarantee other guaranty or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Holder against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any ObligationsGuarantor.
Appears in 1 contract
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between any Seller or the Guarantor, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the it or any Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Sellers for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller Sellers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Sellers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Sellers may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyer as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Sellers or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Sellers, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of each of the Sellers and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Sellers, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyer for such information and will not rely upon the Buyer for any such information. Absent a written request for such information by the Guarantor to the Buyer, Guarantor hereby waives its right, if any, to require the Buyer to disclose to Guarantor any information which the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Sellers or any other guarantor to the Buyer, now or at any time and from time to time in the future.
Appears in 1 contract
Sources: Guaranty Agreement (PennyMac Mortgage Investment Trust)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyers upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or Guarantor, on the one hand, and the Buyers, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Series 2016-MSRVF1 Repurchase Agreement, the Series 2020-SPIADVF1 Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerBuyers, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the BuyerBuyers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Buyers may, but shall be under no obligation to, pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Buyers to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Buyers against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the BuyerBuyers, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Series 2016-MSRVF1 Repurchase Agreement or the Series 2020-SPIADVF1 Repurchase Agreement Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyers as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyers any claim or defense based upon, an election of remedies by the Buyers which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s (x) subrogation rights, (y) rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or (z) any other rights of Guarantor to proceed against Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyers for such information and will not rely upon the Buyers for any such information. Absent a written request for such information by Guarantor to the Buyers, Guarantor hereby waives its right, if any, to require the Buyers to disclose to Guarantor any information which the Buyers may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Series 2016-MSRVF1 Repurchase Agreement, the Series 2020-SPIADVF1 Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Buyers, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by Seller or any other guarantor to the Buyers, now or at any time and from time to time in the future.
Appears in 1 contract
Sources: Repurchase Agreement (PennyMac Financial Services, Inc.)
Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Administrative Agent on behalf of Buyer Parties, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller or the Guarantor with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase AgreementAgreement and the other Program Agreements, any of the Obligations or any other lien on the collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the BuyerAdministrative Agent or Buyers, or (ciii) any defense Guarantor has to performance hereunder and any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance, (iv) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to the Guarantor's liability hereunder, or (v) any defense arising by reason of or deriving from (1) any claim or defense based upon an election of remedies by the Administrative Agent, such as nonjudicial foreclosure, or (2) any election by the Administrative Agent under Section 1111(b) of the Bankruptcy Code, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantor. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Administrative Agent may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent on behalf of Buyer Parties against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent, the Buyers and its their respective successors, indorsees, transferees and assigns, LEGAL02/37795261v9 until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement and the other Program Agreements, the Seller may be free from any Obligations.
(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and Buyers as follows:
(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent and Buyers any claim or defense based upon, an election of remedies by the Administrative Agent and Buyers which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Seller, against any other guarantor, or against any other person or security.
(ii) Guarantor is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent for such information and will not rely upon the Administrative Agent for any such information. Absent a written request for such information by the Guarantor to the Administrative Agent, Guarantor hereby waives its right, if any, to require the Administrative Agent to disclose to Guarantor any information which the Administrative Agent may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.
(iii) Guarantor has independently reviewed the Repurchase Agreement, and the other Program Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Administrative Agent, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller or any other guarantor to the Administrative Agent, now or at any time and from time to time in the future.
Appears in 1 contract
Sources: Guaranty (DITECH HOLDING Corp)
Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute absolute, and unconditional guarantee of the Seller’s full and punctual payment and performance by the Seller of the Guaranteed Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations Obligations from the Seller, Seller without regard to (a) the validity, regularity regularity, or enforceability of the Master Repurchase AgreementDocuments, any of the Obligations Guaranteed Obligations, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) any defense, set-off off, or counterclaim (other than a defense of payment or performancepayment) which may at any time be available to or be asserted by the Seller or Guarantor against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Guarantor from the Guaranteed Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its Buyer’s rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it Buyer may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee guarantee, or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied implied, or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with with, and to the extent of its terms upon the Guarantors upon, Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerBuyer and ▇▇▇▇▇’s successors, endorsees, transferees, and its successors, indorsees, transferees and permitted assigns, until all the Guaranteed Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment and/or performance in full and the Master Repurchase Agreement shall be terminatedsatisfaction and discharge of the Agreement, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Agreement, Guarantor may be free from any Guaranteed Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. The (a) Each of the Guarantors understand waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Guarantor Obligations and notice of or, proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Guarantor Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or the Guarantors, on the one hand, and the Buyer, on the other, shall, likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each of the Guarantors waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guarantors with respect to the Guarantor Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Repurchase Documents, any of the Obligations Guarantor Obligations, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (ciii) any other other, circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Seller from the Guarantor Obligations, or either of the Guarantors from under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller Seller, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Guarantor Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller Seller, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantorssuch Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Guarantor Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Guarantor Obligations.
(b) Without limiting the generality of the foregoing, each of the Guarantors hereby agrees, acknowledges, and represents and warrants to the Buyer as follows:
(i) Each of the Guarantors hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes such Guarantor’s subrogation rights, rights to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other rights of such Guarantor to proceed against the Seller, against any other guarantor, or against any other person or security;
(ii) Each of the Guarantors is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guarantor Obligations. Each of the Guarantors hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyer for such information and will not rely upon the Buyer for any such information. Absent a written request for such information by such Guarantor to the Buyer, such Guarantor hereby waives its right, if any, to require the Buyer to disclose to such Guarantor any information which the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor; and
(iii) Each of the Guarantors has independently reviewed the Master Repurchase Agreement, the Repurchase Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Buyer, such Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller or any other guarantor to the Buyer, now or at any time and from time to time in the future.
Appears in 1 contract
Sources: Guaranty Agreement (Northstar Realty Finance Corp.)