Waivers and Subordination by Guarantor Clause Samples

The "Waivers and Subordination by Guarantor" clause defines the guarantor's agreement to relinquish certain legal rights and to prioritize the lender's claims over their own. In practice, this means the guarantor may waive defenses such as notice of default or the right to require the lender to first pursue the borrower before seeking payment from the guarantor. Additionally, the guarantor agrees that any claims they have against the borrower are subordinate to the lender's claims, ensuring the lender is paid first. This clause primarily functions to strengthen the lender's position by removing potential obstacles to recovery and clarifying the order of repayment in the event of default.
Waivers and Subordination by Guarantor. This is a Guaranty of payment and not of collection. To the extent permitted by law, Guarantor hereby waives: all notices and rights to notice to which Guarantor might be entitled, including notices of acceptance hereof, and any action taken or omitted in reliance hereon; presentment, demand and protest of any instrument; all suretyship and equitable defenses; all other defenses, counterclaims and set-offs against CVEC; all exemptions and rights of homestead, valuation, postponement or similar nature; all claims against Contractor, whether in the nature of subrogation or otherwise as a creditor resulting from this Guaranty or any payments hereunder unless and until the Obligations have been satisfied in full or CVEC has expressly consented thereto in writing; any statute of limitations in any action hereunder or for the collection of the EMS Agreements or the performance of any of the Obligations; the incapacity or lack of authority of Contractor, Guarantor or any other person or entity, or the failure of CVEC to file or enforce a claim against the estate (either in bankruptcy, or any other proceeding) of Contractor or Guarantor or any other person or entity; any election of remedies by CVEC which destroys or otherwise impairs any subrogation rights of Guarantor or the right of Guarantor to proceed against Contractor for reimbursement, or both; any lack of diligence by Contractor in collection, protection, or realization upon any collateral securing the EMS Agreements; the invalidity or unenforceability of any of the documents evidencing the EMS Agreements or the Security; or any other cause or facts similar or dissimilar to the foregoing, it being the intention that the obligations of Guarantor are absolute, unconditional, and irrevocable. Guarantor shall not take any action to assert, collect, claim or realize upon any indebtedness, liabilities or collateral therefor, or any right of subrogation, reimbursement, contribution, indemnification or similar right, all against any other guarantor unless and until the Obligations have been satisfied in full or CVEC has expressly consented thereto in writing. Guarantor hereby subordinates any and all such claims and rights, in all respects, to the Obligations.
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Waivers and Subordination by Guarantor 
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Related to Waivers and Subordination by Guarantor

  • Waivers by Guarantor To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of: (a) Any right to require Lender to proceed against Borrower or any Borrower Party or any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) Demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party or of Guarantor or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) Any defense based upon an election of remedies by Lender; (e) Any right or claim of right to cause a marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (h) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (j) Any lack of commercial reasonableness in dealing with the collateral for the Loan; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;

  • Waivers by Guarantors Each Guarantor hereby waives, for the benefit of Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Credit Party) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Credit Party including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Credit Party from any cause other than satisfaction in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 8.3 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

  • COVENANTS AND SUBORDINATION 12 Section 6.1. Subordination............................................................... 12 Section 6.2. Pari Passu Guarantees....................................................... 12

  • Reliance by Holders of Senior Indebtedness on Subordination Provisions (a) Each Holder by accepting a Security of any series acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Issuer, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. (b) Without in any way limiting the generality of paragraph (a) of this Section, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article Four or the obligations hereunder of the Holders to the holders of Senior Indebtedness, do any one or more of the following: (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any Person liable in any manner for the collection of Senior Indebtedness; and (4) exercise or refrain from exercising any rights against the Issuer, any Guarantor or any other Person.

  • Direction of Proceedings and Waiver of Defaults by Majority of Noteholders The Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, on behalf of the Holders of all of the Notes, waive any past Default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Note affected thereby. Upon any such waiver, the Issuer, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 6.07, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.