Certain Consents and Waivers. (a) Member hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable law, including limitations on the recovery of a deficiency under an obligation secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New York, and all defenses based on any loss, whether as a result of any such sale or otherwise, of Member’s right to recover any amount from Borrower, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Agent to pursue Borrower or any other Person, or to proceed against or exhaust any security held by Security Agent, or to pursue any other remedy before proceeding against Member; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Agent or the Secured Parties may have against Borrower, and all rights to participate in any security held by Security Agent until the Obligations have been satisfied in full; (iv) all rights to require Security Agent to give any notices of any kind, including notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided in the Financing Documents; (v) all rights to assert the bankruptcy or insolvency of Borrower or Project Companies as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce Member’s Obligations hereunder if Borrower’s Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower or any Person, the repudiation of the Financing Documents by Borrower or any Person, or the failure by Security Agent or the Secured Parties to enforce any claim against Borrower, or the unenforceability in whole or in part of any Financing Documents; and (viii) all suretyship and guarantor’s defenses generally. Member further agrees that upon an Event of Default with respect to Borrower or Project Companies, Security Agent may elect to exercise any remedy against Bo...
Certain Consents and Waivers. (a) Borrower hereby consents to all assignments and transfers contained herein or contemplated hereby.
Certain Consents and Waivers. (a) Each Pledgor hereby consents to each of the other Pledgors entering into this Agreement in favor of Collateral Agent for the benefit of the Trustee, the Holders of the Senior Secured Notes and the Permitted Additional Senior Lenders, if any. Each Pledgor specifically agrees that such action may, among other things, assign or delegate to Collateral Agent rights to cure defaults under the Partnership Agreement, to exercise voting rights and other rights to manage or control the Borrower, and to act as such other Pledgor's attorney-in-fact in a manner similar to the assignment and delegation of such rights provided herein. Each Pledgor (to the extent permitted by applicable law) agrees that it will recognize and accept such assignment and delegation and the exercise of such rights by Collateral Agent in connection with this Agreement and agrees that any option or rights of any Pledgor to acquire any of the Collateral from any other Pledgor pursuant to the Partnership Agreement shall be subordinate to any right of the Trustee in the Collateral created hereunder.
Certain Consents and Waivers. (a) Assignor hereby consents to the execution, by the other Partners, of agreements similar to this Agreement in favor of the Agent for the benefit of the Secured Parties. Assignor specifically agrees that such other agreements may, among other things, assign or delegate to the Agent rights to cure defaults under the Partnership Agreement, to exercise voting rights and other rights to manage or control the GAS LP, and to act as such other Partner's attorney in fact in a manner similar to the assignment and delegation of such rights provided herein and that, to the extent permitted by applicable law, Assignor will recognize and accept such assignment and delegation and the exercise of such rights by the Agent in connection with any actions by or business of GAS LP.
Certain Consents and Waivers. (a) Each of CTS, the Abbotts, and Soren (collectively, the "CTS Parties") acknowledges and consents to each of the assignments and transfers referred to in this Agreement, including without limitation the assignments and transfers referred to in the Recitals to this Agreement.
Certain Consents and Waivers. (a) The Agent or any Lender may, at any time and from time to time, without the consent of or notice to the Borrowers, except such notice as may be required by applicable statute which cannot be waived, without incurring responsibility to the Borrowers, and without impairing or releasing the obligations of the Borrowers in whole or in part, (i) exercise or refrain from exercising any rights against any Borrower, (ii) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property pledged or mortgaged to secure or in any manner securing the Obligations, (iii) take and hold any additional security for any or all of the Obligations, (iv) apply any sums by whomsoever paid or howsoever realized to any Obligations of the Borrowers to the Lenders regardless of what Obligations remain unpaid.
Certain Consents and Waivers. 35 EXHIBITS Exhibit A -- Form of Notice of Borrowing Exhibit B -- Form of Notice of Continuation/Conversion Exhibit C -- Form of Note Exhibit D -- Form of Guaranty Exhibit E -- Form of Pledge Agreement CREDIT AGREEMENT This Credit Agreement dated as of August 23, 1996 (as amended, supplemented or modified from time to time, this "Agreement") is entered into among Pegasus Polymers International Inc., a Connecticut corporation (the "Borrower") and Citibank, N.A. (the "Lender").
Certain Consents and Waivers. Purchaser acknowledges that certain consents and waivers with respect to the transactions contemplated by this Agreement may be required from parties to the Contracts, Governmental Entities or other Persons and that such consents and waivers have not been obtained. Seller shall not have any liability to Purchaser or the Companies arising out of or relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement or because of the termination of any Contract or revocation, suspension or termination of any Permit as a result thereof.
Certain Consents and Waivers. 13.18. Counterparts; Effectiveness; Inconsistencies 13.19.
Certain Consents and Waivers. The parties hereto acknowledge the extent of the prior and existing representations by counsel of the parties hereto and of the parties to the related Transaction Documents and have affirmatively consented to Xxxxx Day’s representation of the WLR Group and Xxxxxx & Xxxxxx L.L.P.’s representation of the Company, in both cases in connection with this Agreement and the Transaction Documents, the transactions contemplated thereby, and any related or unrelated transactional or litigation matters now existing or arising in the future. The parties waive any objection to such representations, any conflict of interest or other basis for precluding, challenging or otherwise disqualifying the above-referenced firms from such representations based on any prior or existing representation by either such firm, and agree that no such objection, conflict of interest or other basis for precluding, challenging or otherwise disqualifying the above-referenced firms from representing their respective clients will be asserted by either party if litigation among the parties hereto, or any of them, proceeds or develops, whether or not the transactions contemplated hereby are or have been consummated. Each party has had the opportunity to consult with counsel concerning this waiver, and confirms that its consent is voluntary, fully informed and to be relied upon by the other party hereto and the above-referenced firms.
