Waivers Subordination Sample Clauses
Waivers Subordination. LFB SA waives, to the fullest extent permitted by applicable law, each of the following:
a) except as otherwise provided in Section 9 below, the right to require GTC to proceed against LFB Biotech or to pursue any other remedy whatsoever;
b) the right to have the property of LFB Biotech first applied to the discharge of any LFB Obligations;
c) any defense arising by reason of any disability (whether legal or otherwise) of LFB Biotech, or by reason of the discharge, limitation and/or cessation of LFB Biotech’s responsibility for the LFB Obligations to the extent that such defense results from the application of any Creditor Rights Rule or Rules;
d) all rights and benefits under applicable law purporting to reduce a surety’s or guarantor’s obligations in proportion to the principal obligation;
e) any defense based on or arising under applicable bankruptcy laws;
f) until all LFB Obligations have been satisfied in full, any right of subrogation to, or right to enforce, any remedy which GTC has or may have against LFB Biotech in respect of the LFB Obligations, and any right of indemnification or recovery that LFB SA may have against LFB Biotech as a result of LFB SA’s position as a surety and guarantor whether or not pursuant to an agreement with LFB Biotech; and
g) all presentments, demand for performance, notices of non performance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Agreement.
Waivers Subordination. Guarantor hereby knowingly, willingly, and irrevocably waives the following rights, defenses and benefits of law or equity with respect to this Guaranty and the Indebtedness: (a) acceptance of this Guaranty, presentment, protest, demand, notice and proof of reliance on this Guaranty, and the filing of claims with a court in the event of bankruptcy of Borrower or any Obligor; (b) any right to require Lender to marshal assets or proceed first against Borrower, the Collateral or any Obligor (including any and all rights under T.C.A ss. 47-1▇-▇▇▇ ▇▇ any similar statute) and any counterclaim, setoff or recoupment; (c) any claim or defense based on principles of suretyship or impairment of collateral, impairment of recourse or requirement of diligence on the part of Lender in collecting the Indebtedness or in taking, perfecting, protecting or proceeding against the Collateral; (d) any right of notice or consent, including without limitation notice of or consent to (i) any release, addition, exchange, sale, waiver, indulgence, compromise, settlement, increase, decrease, extension, renewal, acceleration, impairment, or termination of or with respect to the Indebtedness, any Collateral or any Obligor; (ii) any of the other events or circumstances set forth in Section 4 of this Guaranty; (iii) action taken, omission or determination not to act by the Agent or the Lenders, Borrower or any Obligor with respect to the Indebtedness; (iv) dishonor, default and all other notices that may be required of the Agent or the Lenders in connection with the Indebtedness; and (v) to the extent permitted by applicable law, notice of foreclosure or disposition of any Collateral. Guarantor hereby subordinates any present or hereafter-acquired subrogation or reimbursement rights arising hereunder and/or under any other document or instrument or at law or in equity against Borrower, Borrower's Property, or any Collateral, and Guarantor shall not assert any such rights until the Indebtedness has been paid in full.
Waivers Subordination