Common use of Certain Waivers by Guarantor Clause in Contracts

Certain Waivers by Guarantor. The Guarantor irrevocably waives, to the fullest extent permitted by law: (a) notice of acceptance hereof, notice of the extension of credit or the making of Advances from time to time, and of the creation, existence or acquisition of any of the Guaranteed Obligations; (b) notice of the amount of the Guaranteed Obligations, or any other indebtedness of the Borrower to the Lender from time to time outstanding; subject, however, to Guarantor's right to make written inquiry of the Lender to ascertain the amount of the Guaranteed Obligations or such other indebtedness from time to time; (c) notice of adverse change in the Borrower's financial condition or any other fact which might increase Guarantor's risk; (d) presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all of the Loan Documents, or any other instrument, document or agreement; (e) notice of default and all other notices to which Guarantor might otherwise be entitled; (f) all rights to notice and a hearing prior to the taking of possession or control by Lender of, or to Lender's replevy, attachment or levy upon the Collateral or any bond or security which might be required by any court prior to allowing Lender to exercise any of its remedies; (g) the benefit of all valuation, appraisal and exemption laws; (h) the benefit of all provisions of law which are or might be in conflict with the terms of this Second Amended Guaranty Agreement or any of the other Loan Documents; and (i) any defense arising by reason of the cessation from any cause whatsoever of any of the Obligations of Borrower. Guarantor agrees that any notice or directive given at any time to the Lender which is inconsistent with the waivers contained in this Section shall be void and may be ignored by the Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Second Amended Guaranty Agreement for the reason that such pleading or introduction would be at variance with the written terms of this Second Amended Guaranty Agreement, unless Lender has specifically agreed otherwise in writing. For purposes of the provisions contained herein, Guarantor hereby expressly waives the benefits of "orden, excusion y division" and of prior judgement, levy, execution and other rights provided for in Articles 2814, 2815, 2817, 2818, 2820, 2821, 2823, 2827 and 2836 of the Civil Code of the Federal District of Mexico, and the corresponding articles of the Civil Code of the States of Xxxxxxxx Roo, Jalisco, and Baja California Sur or of the other states of Mexico, which articles are not reproduced herein by express declaration of Guarantor that the contents of said articles are known to it. Guarantor also hereby irrevocably and expressly waives its rights under the benefits of Articles 2846, 2847, 2848 and 2849 of the Civil Code for the Federal District of Mexico, and the corresponding articles of the Civil Code of the States of Xxxxxxxx Roo, Jalisco, and Baja California Sur or of the other states of Mexico, which articles are not reproduced herein by express declaration of Guarantor that the contents of said articles are known to it.

Certain Waivers by Guarantor. The Guarantor irrevocably waives, to To the fullest extent permitted by law: , Guarantor does hereby (a) waive notice of acceptance hereofof this Guaranty by Agent and Lenders and any and all notices and demands of every kind which may be required to be given by any statute, rule or law; (b) agree to refrain from asserting, until after repayment in full of the Loan, any defense, right of set-off, right of recoupment or other claim which Guarantor may have against Borrowers; (c) waive any defense (other than defense of payment), right of set-off, right of recoupment or other claim which Guarantor or Borrowers may have against Agent, any Lenders or the holder of the Notes (other than compulsory counterclaims); (d) waive any and all rights Guarantor may have under any anti-deficiency statute or other similar protections; (e) waive all rights at law or in equity to seek subrogation, contribution, indemnification or any other form of reimbursement or repayment from Borrowers or any other person or entity now or hereafter primarily or secondarily liable for any of the Guaranteed Obligations until the Guaranteed Obligations have been paid in full; (f) waive presentment for payment, demand for payment, notice of nonpayment or dishonor, protest and notice of protest, diligence in collection and any and all formalities which otherwise might be legally required to charge Guarantor with liability other than notices and demands required under the extension Financing Documents; (g) waive the benefit of credit all appraisement, valuation, marshalling, forbearance, stay, extension, redemption, homestead, exemption and moratorium laws now or hereafter in effect; (h) waive any defense based on the incapacity, lack of authority, death or disability of any other person or entity or the making failure of Advances from time Agent or any Lenders to time, and of file or enforce a claim against the creation, existence or acquisition estate of any other person or entity in any administrative, bankruptcy or other proceeding; (i) waive any defense based on an election of remedies by Agent or Lenders, whether or not such election may affect in any way the recourse, subrogation or other rights of Guarantor against the Borrowers, any other guarantor or any other person in connection with the Guaranteed Obligations; (bj) notice waive any defense based on the failure of the amount Agent or any Lenders to (i) provide notice to Guarantor of a sale or other disposition (including any collateral sale pursuant to the UCC) of any of the security for any of the Guaranteed Obligations, or (ii) conduct such a sale or disposition in a commercially reasonable manner; (k) waive any other indebtedness defense based on the negligence of Agent or Lenders in administering the Borrower Loan (including, without limitation, the failure to perfect any security interest in any collateral for the Lender from time Loan), or taking or failing to time outstanding; subjecttake any action in connection therewith, or based on the federal Equal Credit Opportunity Act, or any similar or successor act, or any applicable regulations or any similar act or regulation of any state, provided, however, that such waiver shall not apply to Guarantor's the gross negligence or willful misconduct of the Agent or any Lenders as determined by the final, non-appealable decision of a court having proper jurisdiction; (l) waive the defense of expiration of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof; (m) waive any right to make written inquiry file any Claim (as defined below) as part of, and any right to request consolidation of any action or proceeding relating to a Claim with, any action or proceeding filed or maintained by Agent or any Lenders to collect any Guaranteed Obligations of Guarantor to Agent or Lenders hereunder or to exercise any rights or remedies available to Agent or any Lenders under the Lender Financing Documents, at law, in equity or otherwise; (n) agree that neither Agent nor Lenders shall have any obligation to ascertain the amount obtain, perfect or retain a security interest in any property to secure any of the Guaranteed Obligations or this Guaranty, or to protect or insure any such other indebtedness property; (o) waive any obligation Agent or Lenders may have to disclose to Guarantor any facts the Agent or Lenders now or hereafter may know or have reasonably available to it regarding the Borrowers or Borrowers’ financial condition, whether or not the Agent or any Lenders has a reasonable opportunity to communicate such facts or has reason to believe that any such facts are unknown to Guarantor or materially increase the risk to Guarantor beyond the risk Guarantor intends to assume hereunder; (p) agree that neither Agent nor Lenders shall be liable in any way for any decrease in the value or marketability of any property securing any of the Guaranteed Obligations which may result from any action or omission of the Agent or Lenders in enforcing any part of this Guaranty or any portion of the Loan; (q) waive any defense based on the consideration for this Guaranty; (r) waive any defense based on any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Financing Documents; (s) waive any defense based on any change in the composition of Borrowers, including, without limitation, the voluntary or involuntary withdrawal or removal of Guarantor from any current or future position of ownership, management or control of Borrowers, except to the extent not prohibited under the Credit Agreement; and (t) waive any defense based on any representations and warranties made by Guarantor herein or by Borrowers in any of the Financing Documents. Credit may be granted or continued from time to time; (c) time by Agent or any Lenders to Borrowers without notice to or authorization from Guarantor, regardless of adverse change in the Borrower's financial or other condition of Borrowers at the time of any such grant or continuation. Neither Agent nor Lenders shall have any obligation to disclose or discuss with Guarantor its assessment of the financial condition or any other fact which might increase Guarantor's risk; (d) presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal Borrowers. Guarantor acknowledges that no representations of any kind whatsoever have been made by Agent or all of the Loan Documents, Lenders to induce Guarantor to execute and deliver this Guaranty. No modification or any other instrument, document or agreement; (e) notice of default and all other notices to which Guarantor might otherwise be entitled; (f) all rights to notice and a hearing prior to the taking of possession or control by Lender of, or to Lender's replevy, attachment or levy upon the Collateral or any bond or security which might be required by any court prior to allowing Lender to exercise any of its remedies; (g) the benefit of all valuation, appraisal and exemption laws; (h) the benefit of all provisions of law which are or might be in conflict with the terms of this Second Amended Guaranty Agreement or any of the other Loan Documents; and (i) any defense arising by reason of the cessation from any cause whatsoever waiver of any of the Obligations provisions of Borrower. Guarantor agrees that any notice or directive given at any time to the Lender which is inconsistent with the waivers contained in this Section Guaranty shall be void binding upon Agent or Lenders except for modifications and may be ignored by waivers made in accordance with Section 13.16 of the Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Second Amended Guaranty Agreement for the reason that such pleading or introduction would be at variance with the written terms of this Second Amended Guaranty Credit Agreement, unless Lender has specifically agreed otherwise in writing. For purposes of this section, the provisions contained hereinterm “Claim” shall mean any claim, Guarantor hereby expressly waives action or cause of action, defense (other than defense of payment), counterclaim, set-off or right of recoupment of any kind or nature against the benefits of "ordenAgent or Lenders, excusion y division" and of prior judgementtheir respective officers, levydirectors, execution and other rights provided for in Articles 2814employees, 2815agents, 2817members, 2818actuaries, 2820accountants, 2821trustees or attorneys, 2823, 2827 and 2836 or any affiliate of the Civil Code Agent or Lenders in connection with the making, closing, administration, collection or enforcement by the Agent or Lenders of the Federal District of Mexico, and the corresponding articles of the Civil Code of the States of Xxxxxxxx Roo, Jalisco, and Baja California Sur or of the other states of Mexico, which articles are not reproduced herein by express declaration of Guarantor that the contents of said articles are known to it. Guarantor also hereby irrevocably and expressly waives its rights under the benefits of Articles 2846, 2847, 2848 and 2849 of the Civil Code for the Federal District of Mexico, and the corresponding articles of the Civil Code of the States of Xxxxxxxx Roo, Jalisco, and Baja California Sur or of the other states of Mexico, which articles are not reproduced herein by express declaration of Guarantor that the contents of said articles are known to itGuaranteed Obligations.

Certain Waivers by Guarantor. The Guarantor irrevocably waives, to To the fullest extent permitted by law: , Guarantor does hereby (a) waive notice of acceptance hereofof this Guaranty by Lender and any and all notices and demands of every kind which may be required to be given by any statute, rule or law; (b) agree to refrain from asserting, until after repayment in full of the Restated Note, any defense, right of set-off, right of recoupment or other claim which Guarantor may have against Borrower; (c) waive any defense, right of set-off, right of recoupment or other claim which Guarantor or Borrower may have against Lender or the holder of the Restated Note; (d) waive any and all rights Guarantor may have under any anti-deficiency statute or other similar protections; (e) waive all rights at law or in equity to seek subrogation, contribution, indemnification or any other form of reimbursement or repayment from Borrower or any other person or entity now or hereafter primarily or secondarily liable for any of the Obligations until the Obligations has been paid in full; (f) waive presentment for payment, demand for payment, notice of nonpayment or dishonor, protest and notice of protest, diligence in collection and any and all formalities which otherwise might be legally required to charge Guarantor with liability; (g) waive the extension benefit of credit all appraisement, valuation, marshalling, forbearance, stay, extension, redemption, homestead, exemption and moratorium laws now or hereafter in effect; (h) waive any defense based on the incapacity, lack of authority, death or disability of any other person or entity or the making failure of Advances from time Lender to timefile or enforce a claim against the estate of any other person or entity in any administrative, and bankruptcy or other proceeding; (i) waive any defense based on an election of remedies by Lender, whether or not such election may affect in any way the recourse, subrogation or other rights of Guarantor against the Borrower, any other guarantor or any other person in connection with the Obligations; (j) waive any defense based on the failure of the creation, existence Lender to (i) provide notice to Guarantor of a sale or acquisition other disposition (including any collateral sale pursuant to the Uniform Commercial Code) of any of the Guaranteed Obligations; (b) notice security for any of the amount of the Guaranteed Obligations, or (ii) conduct such a sale or disposition in a commercially reasonable manner; (k) waive any other indebtedness defense based on the negligence of Lender in administering the Borrower Restated Note (including, without limitation, the failure to perfect any security interest in any collateral for the Lender from time Restated Note), or taking or failing to time outstanding; subjecttake any action in connection therewith, or based on the federal Equal Credit Opportunity Act and applicable regulations or the Equal Credit Opportunity Acts and applicable regulations of any state, provided, however, that such waiver shall not apply to Guarantor's the gross negligence or willful misconduct of the Lender, as determined by the final, non-appealable decision of a court having proper jurisdiction; (l) waive the defense of expiration of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof; (m) waive any right to make written inquiry file any Claim (as defined below) as part of, and any right to request consolidation of any action or proceeding relating to a Claim with, any action or proceeding filed or maintained by Lender to collect any Obligations of Guarantor to Lender hereunder or to exercise any rights or remedies available to Lender under the Restated Note, at law, in equity or otherwise; (n) agree that Lender shall not have any obligation to obtain, perfect or retain a security interest in any property to secure any of the Obligations or this Guaranty, or to protect or insure any such property; (o) waive any obligation Lender may have to disclose to Guarantor any facts the Lender now or hereafter may know or have reasonably available to it regarding the Borrower or Borrower’s financial condition, whether or not the Lender has a reasonable opportunity to communicate such facts or has reason to believe that any such facts are unknown to Guarantor or materially increase the risk to Guarantor beyond the risk Guarantor intends to assume hereunder; (p) agree that Lender shall not be liable in any way for any decrease in the value or marketability of any property securing any of the Obligations which may result from any action or omission of the Lender to ascertain the amount in enforcing any part of this Guaranty or any portion of the Guaranteed Obligations or such other indebtedness from time to timeRestated Note; (cq) notice waive any defense based on the consideration for this Guaranty; (r) waive any defense based on any invalidity, irregularity or unenforceability, in whole or in part, of adverse the Restated Note; (s) waive any defense based on any change in the composition of Borrower's financial condition , including, without limitation, the voluntary or involuntary withdrawal or removal of Guarantor from any other fact which might increase Guarantor's risk; (d) presentmentcurrent or future position of ownership, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all of the Loan Documents, or any other instrument, document or agreement; (e) notice of default and all other notices to which Guarantor might otherwise be entitled; (f) all rights to notice and a hearing prior to the taking of possession management or control by Lender of, or to Lender's replevy, attachment or levy upon the Collateral or any bond or security which might be required by any court prior to allowing Lender to exercise any of its remedies; (g) the benefit of all valuation, appraisal and exemption laws; (h) the benefit of all provisions of law which are or might be in conflict with the terms of this Second Amended Guaranty Agreement or any of the other Loan DocumentsBorrower; and (it) waive any defense arising based on any representations and warranties made by reason Guarantor herein or by Borrower in the Restated Note. Lender shall not have any obligation to disclose or discuss with Guarantor its assessment of the cessation from financial condition of Borrower. Guarantor acknowledges that no representations of any cause kind whatsoever have been made by Lender to induce Guarantor to execute and deliver this Guaranty. No modification or waiver of any of the Obligations provisions of Borrower. Guarantor agrees that any notice or directive given at any time to the Lender which is inconsistent with the waivers contained in this Section Guaranty shall be void binding upon Lender except as expressly set forth in a writing duly signed and may be ignored delivered by the Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Second Amended Guaranty Agreement for the reason that such pleading or introduction would be at variance with the written terms of this Second Amended Guaranty Agreement, unless Lender has specifically agreed otherwise in writing. For purposes of this section, the provisions contained hereinterm “Claim” shall mean any claim, Guarantor hereby expressly waives action or cause of action, defense, counterclaim, set-off or right of recoupment of any kind or nature against the benefits of "ordenLender, excusion y division" and of prior judgementits officers, levydirectors, execution and other rights provided for in Articles 2814employees, 2815agents, 2817members, 2818actuaries, 2820accountants, 2821trustees or attorneys, 2823, 2827 and 2836 or any affiliate of the Civil Code Lender in connection with the making, closing, administration, collection or enforcement by the Lender of the Federal District of Mexico, and indebtedness evidenced by the corresponding articles of the Civil Code of the States of Xxxxxxxx Roo, Jalisco, and Baja California Sur Restated Note or of the other states of Mexico, which articles are not reproduced herein by express declaration of Guarantor that the contents of said articles are known to it. Guarantor also hereby irrevocably and expressly waives its rights under the benefits of Articles 2846, 2847, 2848 and 2849 of the Civil Code for the Federal District of Mexico, and the corresponding articles of the Civil Code of the States of Xxxxxxxx Roo, Jalisco, and Baja California Sur or of the other states of Mexico, which articles are not reproduced herein by express declaration of Guarantor that the contents of said articles are known to itthis Guaranty.

Certain Waivers by Guarantor. The Guarantor irrevocably waives, to the fullest extent permitted by law: (a) notice of acceptance hereof, notice of the extension of credit or the making of Advances from time to time, and of the creation, existence or acquisition of any of the Guaranteed Obligations; (b) notice of the amount of the Guaranteed Obligations, or any other indebtedness of the Borrower to the Lender from time to time outstanding; subject, however, to Guarantor's right to make written inquiry of the Lender to ascertain the amount of the Guaranteed Obligations or such other indebtedness from time to time; (c) notice of adverse change in the Borrower's financial condition or any other fact which might increase Guarantor's risk; (d) presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all of the Loan Documents, or any other instrument, document or agreement; (e) notice of default and all other notices to which Guarantor might otherwise be entitled; (f) all rights to notice and a hearing prior to the taking of possession or control by Lender of, or to Lender's replevy, attachment or levy upon the Collateral or any bond or security which might be required by any court prior to allowing Lender to exercise any of its remedies; (g) the benefit of all valuation, appraisal and exemption laws; (h) the benefit of all provisions of law which are or might be in conflict with the terms of this Second Amended Guaranty Agreement or any of the other Loan Documents; and (i) any defense arising by reason of the cessation from any cause whatsoever of any of the Obligations of Borrower. Guarantor agrees that any notice or directive given at any time to the Lender which is inconsistent with the waivers contained in this Section shall be void and may be ignored by the Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Second Amended Guaranty Agreement for the reason that such pleading or introduction would be at variance with the written terms of this Second Amended Guaranty Agreement, unless Lender has specifically agreed otherwise in writing. For purposes of the provisions contained herein, Guarantor hereby expressly waives the benefits of "orden, excusion y division" and of prior judgement, levy, execution and other rights provided for in Articles 2814, 2815, 2817, 2818, 2820, 2821, 2823, 2827 and 2836 of the Civil Code of the Federal District of Mexico, and the corresponding articles of the Civil Code of the States of Xxxxxxxx Roo, Jalisco, and Baja California Sur or of the other states of Mexico, which articles are not reproduced herein by express declaration of Guarantor that the contents of said articles are known to it. Guarantor also hereby irrevocably and expressly waives its rights under the benefits of Articles 2846, 2847, 2848 and 2849 of the Civil Code for the Federal District of Mexico, and the corresponding articles of the Civil Code of the States of Xxxxxxxx Roo, Jalisco, and Baja California Sur or of the other states of Mexico, which articles are not reproduced herein by express declaration of Guarantor that the contents of said articles are known to it.