Common use of Certain Waivers by Guarantor Clause in Contracts

Certain Waivers by Guarantor. To the fullest extent permitted by law, Guarantor does hereby (a) waive notice of acceptance of 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 Financing Documents; (g) waive the benefit of 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 failure of Agent or any Lenders to file or enforce a claim against the 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; (j) waive any defense based on the failure of the 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 defense based on the negligence of Agent or Lenders in administering the Loan (including, without limitation, the failure to perfect any security interest in any collateral for the Loan), or taking or failing to take 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 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 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 Financing Documents, at law, in equity or otherwise; (n) agree that neither Agent nor Lenders shall have any obligation to 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 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 by Agent or any Lenders to Borrowers without notice to or authorization from Guarantor, regardless of the 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 of Borrowers. Guarantor acknowledges that no representations of any kind whatsoever have been made by Agent or Lenders to induce Guarantor to execute and deliver this Guaranty. No modification or waiver of any of the provisions of this Guaranty shall be binding upon Agent or Lenders except for modifications and waivers made in accordance with Section 13.16 of the Credit Agreement. For purposes of this section, the term “Claim” shall mean any claim, 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 Agent or Lenders, their respective officers, directors, employees, agents, members, actuaries, accountants, trustees or attorneys, or any affiliate of the Agent or Lenders in connection with the making, closing, administration, collection or enforcement by the Agent or Lenders of the Guaranteed Obligations.

Certain Waivers by Guarantor. To The Guarantor irrevocably waives, to the fullest extent permitted by law, Guarantor does hereby : (a) waive notice of acceptance of 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 paymenthereof, notice of nonpayment the extension of credit or dishonorthe making of Advances from time to time, protest and notice of protestthe creation, 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 Financing Documents; (g) waive the benefit of all appraisement, valuation, marshalling, forbearance, stay, extension, redemption, homestead, exemption and moratorium laws now existence or hereafter in effect; (h) waive any defense based on the incapacity, lack of authority, death or disability acquisition of any other person or entity or the failure of Agent or any Lenders to file or enforce a claim against the 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; (jb) waive any defense based on the failure notice of the 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 amount of the Guaranteed Obligations, or (ii) conduct such a sale or disposition in a commercially reasonable mannerany other indebtedness of the Borrower to the Lender from time to time outstanding; (k) waive any defense based on the negligence of Agent or Lenders in administering the Loan (including, without limitation, the failure to perfect any security interest in any collateral for the Loan), or taking or failing to take 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, providedsubject, however, that such waiver shall not apply to the gross negligence or willful misconduct Guarantor's right to make written inquiry of the Agent or any Lenders as determined by Lender to ascertain 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 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 Financing Documents, at law, in equity or otherwise; (n) agree that neither Agent nor Lenders shall have any obligation to obtain, perfect or retain a security interest in any property to secure any amount of the Guaranteed Obligations or this Guarantysuch 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 protect Lender's replevy, attachment or insure levy upon the Collateral or any such propertybond or security which might be required by any court prior to allowing Lender to exercise any of its remedies; (og) 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 conditionbenefit of all valuation, 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 hereunderappraisal and exemption laws; (ph) agree that neither Agent nor Lenders shall the benefit of all provisions of law which are or might be liable in any way for any decrease in conflict with the value terms of this Second Amended Guaranty Agreement 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 other Loan 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 (ti) waive any defense based on any representations and warranties made arising by Guarantor herein or by Borrowers in any reason of the Financing Documents. Credit may be granted or continued cessation from time to time by Agent or any Lenders to Borrowers without notice to or authorization from Guarantor, regardless of the 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 of Borrowers. Guarantor acknowledges that no representations of any kind cause whatsoever have been made by Agent or Lenders to induce Guarantor to execute and deliver this Guaranty. No modification or waiver of any of the provisions 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 shall be binding upon Agent or Lenders except for modifications and waivers made Agreement, unless Lender has specifically agreed otherwise in accordance with Section 13.16 of the Credit Agreementwriting. For purposes of this sectionthe provisions contained herein, Guarantor hereby expressly waives the term “Claim” shall mean any claimbenefits of "orden, action or cause excusion y division" and of actionprior judgement, defense (levy, execution and other than defense of payment)rights provided for in Articles 2814, counterclaim2815, set-off or right of recoupment of any kind or nature against the Agent or Lenders2817, their respective officers2818, directors2820, employees2821, agents2823, members, actuaries, accountants, trustees or attorneys, or any affiliate 2827 and 2836 of the Agent or Lenders in connection with the making, closing, administration, collection or enforcement by the Agent or Lenders Civil Code of the Guaranteed ObligationsFederal 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. To The Guarantor irrevocably waives, to the fullest extent permitted by law, Guarantor does hereby : (a) waive notice of acceptance of 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 paymenthereof, notice of nonpayment the extension of credit or dishonorthe making of Advances from time to time, protest and notice of protestthe creation, 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 Financing Documents; (g) waive the benefit of all appraisement, valuation, marshalling, forbearance, stay, extension, redemption, homestead, exemption and moratorium laws now existence or hereafter in effect; (h) waive any defense based on the incapacity, lack of authority, death or disability acquisition of any other person or entity or the failure of Agent or any Lenders to file or enforce a claim against the 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; (jb) waive any defense based on the failure notice of the 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 amount of the Guaranteed Obligations, or (ii) conduct such a sale or disposition in a commercially reasonable mannerany other indebtedness of the Borrower to the Lender from time to time outstanding; (k) waive any defense based on the negligence of Agent or Lenders in administering the Loan (including, without limitation, the failure to perfect any security interest in any collateral for the Loan), or taking or failing to take 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, providedsubject, however, that such waiver shall not apply to the gross negligence or willful misconduct Guarantor's right to make written inquiry of the Agent or any Lenders as determined by Lender to ascertain 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 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 Financing Documents, at law, in equity or otherwise; (n) agree that neither Agent nor Lenders shall have any obligation to obtain, perfect or retain a security interest in any property to secure any amount of the Guaranteed Obligations or this Guarantysuch 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 protect Lender's replevy, attachment or insure levy upon the Collateral or any such propertybond or security which might be required by any court prior to allowing Lender to exercise any of its remedies; (og) 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 conditionbenefit of all valuation, 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 hereunderappraisal and exemption laws; (ph) agree that neither Agent nor Lenders shall the benefit of all provisions of law which are or might be liable in any way for any decrease in conflict with the value terms of this Guaranty Agreement 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 other Loan 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 (ti) waive any defense based on any representations and warranties made arising by Guarantor herein or by Borrowers in any reason of the Financing Documents. Credit may be granted or continued cessation from time to time by Agent or any Lenders to Borrowers without notice to or authorization from Guarantor, regardless of the 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 of Borrowers. Guarantor acknowledges that no representations of any kind cause whatsoever have been made by Agent or Lenders to induce Guarantor to execute and deliver this Guaranty. No modification or waiver of any of the provisions 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 Guaranty Agreement for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty shall be binding upon Agent or Lenders except for modifications and waivers made Agreement, unless Lender has specifically agreed otherwise in accordance with Section 13.16 of the Credit Agreementwriting. For purposes of this sectionthe provisions contained herein, Guarantor hereby expressly waives the term “Claim” shall mean any claimbenefits of "orden, action or cause excusion y division" and of actionprior judgement, defense (levy, execution and other than defense of payment)rights provided for in Articles 2814, counterclaim2815, set-off or right of recoupment of any kind or nature against the Agent or Lenders2817, their respective officers2818, directors2820, employees2821, agents2823, members, actuaries, accountants, trustees or attorneys, or any affiliate 2827 and 2836 of the Agent or Lenders in connection with the making, closing, administration, collection or enforcement by the Agent or Lenders Civil Code of the Guaranteed ObligationsFederal 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. To the fullest extent permitted by law, Guarantor does hereby (a) waive notice of acceptance of this Guaranty by Agent and Lenders 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 LoanRestated Note, any defense, right of set-off, right of recoupment or other claim which Guarantor may have against BorrowersBorrower; (c) waive any defense (other than defense of payment)defense, right of set-off, right of recoupment or other claim which Guarantor or Borrowers Borrower may have against Agent, any Lenders Lender or the holder of the Notes (other than compulsory counterclaims)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 Borrowers Borrower or any other person or entity now or hereafter primarily or secondarily liable for any of the Guaranteed Obligations until the Guaranteed Obligations have 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 other than notices and demands required under the Financing Documentsliability; (g) waive the benefit of 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 failure of Agent or any Lenders Lender to file or enforce a claim against the 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 LendersLender, whether or not such election may affect in any way the recourse, subrogation or other rights of Guarantor against the BorrowersBorrower, any other guarantor or any other person in connection with the Guaranteed Obligations; (j) waive any defense based on the failure of the Agent or any Lenders Lender to (i) provide notice to Guarantor of a sale or other disposition (including any collateral sale pursuant to the UCCUniform Commercial Code) 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 defense based on the negligence of Agent or Lenders Lender in administering the Loan Restated Note (including, without limitation, the failure to perfect any security interest in any collateral for the LoanRestated Note), or taking or failing to take any action in connection therewith, or based on the federal Equal Credit Opportunity Act, or any similar or successor act, or any Act and applicable regulations or any similar act or regulation the Equal Credit Opportunity Acts and applicable regulations of any state, provided, however, that such waiver shall not apply to the gross negligence or willful misconduct of the Agent or any Lenders 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 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 Lender to collect any Guaranteed Obligations of Guarantor to Agent or Lenders Lender hereunder or to exercise any rights or remedies available to Agent or any Lenders Lender under the Financing DocumentsRestated Note, at law, in equity or otherwise; (n) agree that neither Agent nor Lenders Lender shall not have any obligation to 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 property; (o) waive any obligation Agent or Lenders Lender may have to disclose to Guarantor any facts the Agent or Lenders Lender now or hereafter may know or have reasonably available to it regarding the Borrowers Borrower or Borrowers’ Borrower’s financial condition, whether or not the Agent or any Lenders 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 neither Agent nor Lenders Lender shall not 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 Lender in enforcing any part of this Guaranty or any portion of the LoanRestated Note; (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 DocumentsRestated Note; (s) waive any defense based on any change in the composition of BorrowersBorrower, 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 AgreementBorrower; and (t) waive any defense based on any representations and warranties made by Guarantor herein or by Borrowers Borrower in any of the Financing DocumentsRestated Note. Credit may be granted or continued from time to time by Agent or any Lenders to Borrowers without notice to or authorization from Guarantor, regardless of the financial or other condition of Borrowers at the time of any such grant or continuation. Neither Agent nor Lenders Lender shall not have any obligation to disclose or discuss with Guarantor its assessment of the financial condition of BorrowersBorrower. Guarantor acknowledges that no representations of any kind whatsoever have been made by Agent or Lenders Lender to induce Guarantor to execute and deliver this Guaranty. No modification or waiver of any of the provisions of this Guaranty shall be binding upon Agent or Lenders Lender except for modifications as expressly set forth in a writing duly signed and waivers made in accordance with Section 13.16 of the Credit Agreementdelivered by Lender. For purposes of this section, the term “Claim” shall mean any claim, action or cause of action, defense (other than defense of payment)defense, counterclaim, set-off or right of recoupment of any kind or nature against the Agent or LendersLender, their respective its officers, directors, employees, agents, members, actuaries, accountants, trustees or attorneys, or any affiliate of the Agent or Lenders Lender in connection with the making, closing, administration, collection or enforcement by the Agent or Lenders Lender of the Guaranteed Obligationsindebtedness evidenced by the Restated Note or this Guaranty.