Common use of Excluded defences Clause in Contracts

Excluded defences. (a) The obligations of each Guarantor under this Clause 17 will not be affected by an act, omission, matter or thing which relates to the principal obligation (or purported obligation) of any Borrower and which would reduce, release or prejudice any of its obligations under this Clause 17, including any personal defences of any Borrower (Einreden des Hauptschuldners) or any right of revocation (Anfechtung) or set-off (Aufrechnung) (excluding any Tax Deduction permitted by Clause 12 (Tax Gross Up and Indemnities)) of any Borrower. (b) The obligations of each Guarantor under this Clause 17 are independent from any other security or guarantee which may have been or will be given to the Finance Parties. In particular, the obligations of each Guarantor under this Clause 17 will not be affected by any of the following: (i) the release of, or any time (Stundung), waiver or consent granted to, any other Obligor from or in respect of its obligations under or in connection with any Finance Document; (ii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or any other person or any failure to realise the full value of any security; (iii) any incapacity or lack of power, authority or legal personality of or dissolution or a deterioration of the financial condition of any other Obligor; or (iv) any unenforceability, illegality or invalidity of any obligation of any other Obligor under any Finance Document. (c) For the avoidance of doubt nothing in this Clause 17 shall preclude any defences that any Guarantor (in its capacity as Guarantor only) may have against a Finance Party that the guarantee and indemnity does not constitute its legal, valid, binding or enforceable obligations.

Excluded defences. (a) The obligations of each the Guarantor under this Clause 17 Guarantee Agreement will not be affected by an act, omission, matter or thing which relates to the principal obligation (or purported obligation) of the Borrower or any Borrower other Obligor and which would reduce, release or prejudice any of its obligations under this Clause 17Guarantee Agreement, including any personal defences of any the Borrower (Einreden des Hauptschuldners) or any right of revocation (Anfechtung) or set-off (Aufrechnung) of the Borrower. In particular, each Guarantor by its execution of this Guarantee Agreement: (excluding i) consents (willigt ein), as required pursuant or analogue to Section 418 sub-section 1 sentence 3 BGB, to any Tax Deduction permitted assumption of debt (Schuldübernahme) or assignment and transfer by Clause 12 assumption of contract (Tax Gross Up and IndemnitiesVertragsübernahme) which relates to any such principal obligation (or purported obligation); and (ii) waives (verzichtet auf) any defences (Einreden) to which a Borrower in its respective capacity as principal debtor (Hauptschuldner) of any Borrowersuch principal obligation (or purported obligation) may be entitled. (b) The obligations of each the Guarantor under this Clause 17 Guarantee Agreement are independent from any other security or guarantee which may have been or will be given to the Finance PartiesBank. In particular, the obligations of each the Guarantor under this Clause 17 Guarantee Agreement will not be affected by any of the following: (i) the release of, or any time (Stundung), waiver or consent granted to, the Borrower or any other Obligor from or in respect of its obligations under or in connection with any Finance Document;, (ii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security Security over assets of, the Borrower or any other Obligor or any other person or any failure to realise the full value of any security;Security, (iii) any incapacity or lack of power, authority or legal personality of or dissolution or a deterioration of the financial condition of the Borrower or any other Obligor; , or (iv) any unenforceability, illegality or invalidity of any obligation of the Borrower or any other Obligor under any the Finance DocumentDocuments. (c) For the avoidance of doubt nothing in this Clause 17 Article 3.04 (Excluded defences) shall preclude any defences that any the Guarantor (in its capacity as Guarantor only) may have against a Finance Party the Bank that the guarantee and indemnity Guarantee does not constitute its legal, valid, binding or enforceable obligations.

Excluded defences. (a) The obligations of each the Guarantor under this Clause 17 10 will not be affected by an act, omission, matter or thing which relates to the principal obligation (or purported obligation) of any Borrower Obligor and which would reduce, release or prejudice any of its obligations under this Clause 1710, including any personal defences of any Borrower Obligor (Einreden des Hauptschuldners) or any right of revocation (Anfechtung) or set-off (Aufrechnung) (excluding any Tax Deduction permitted by Clause 12 (Tax Gross Up and Indemnities)) of any BorrowerObligor. (b) The obligations of each the Guarantor under this Clause 17 10 are independent from any other security or guarantee which may have been or will be given to the Finance PartiesBank. In particular, the obligations of each the Guarantor under this Clause 17 10 will not be affected by any of the following: (i) changes the basis of taxation of any amounts payable to Bank under this Agreement in respect of any Credit Extensions (other than changes which affect taxes measured by or imposed on the overall net income of Bank by the jurisdiction in which Bank has its principal office); (ii) the release of, or any time (Stundung), waiver or consent granted to, any other Obligor from or in respect of its obligations under or in connection with any Finance Documentthe Bank; (iiiii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or any other person or any failure to realise the full value of any security; (iiiiv) any incapacity or lack of power, authority or legal personality of or dissolution or a deterioration of the financial condition of any other Obligor; or (ivv) any unenforceability, illegality or invalidity of any obligation of any other Obligor under any Finance Loan Document. (c) For the avoidance of doubt nothing in this Clause 17 10 shall preclude any defences that any the Guarantor (in its capacity as Guarantor only) may have against a Finance Party the Bank that the guarantee and indemnity does not constitute its legal, valid, binding or enforceable obligations.

Excluded defences. (a) The obligations of each Guarantor under this Clause 17 22 will not be affected by an act, omission, matter or thing which relates to the principal obligation (or purported obligation) of any Borrower and which would reduce, release or prejudice any of its obligations under this Clause 1722, including any personal defences of any Borrower (Einreden des Hauptschuldners) or any right of revocation (Anfechtung) or set-off (Aufrechnung) (excluding any Tax Deduction permitted by Clause 12 (Tax Gross Up and Indemnities)) of any Borrower. (b) The obligations of each Guarantor under this Clause 17 22 are independent from any other security or guarantee which may have been or will be given to the Finance Parties. In particular, the obligations of each Guarantor under this Clause 17 22 will not be affected by any of the following: (i) the release of, or any time (Stundung), waiver or consent granted to, any other Obligor from or in respect of its obligations under or in connection with any Finance Document; (ii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or any other person or any failure to realise the full value of any security; (iii) any incapacity or lack of power, authority or legal personality of or dissolution or a deterioration of the financial condition of any other Obligor; or (iv) any unenforceability, illegality or invalidity of any obligation of any other Obligor under any Finance Document. (c) In the event that any Borrower becomes subject to any proceeding under the US Bankruptcy Code, each Guarantor agrees that, as between such Guarantor and the Finance Parties, all or any portion of the amounts owing under this Agreement by such Borrower may be declared to be forthwith due and payable as provided in Clause 27.13 (Acceleration) of this Agreement (and shall be deemed to have become automatically due and payable in the circumstances described in paragraph (b) of Clause 27.13 (Acceleration)) for purposes of this Clause 22, notwithstanding any stay (including under the US Bankruptcy Code), injunction or other prohibition preventing the same as against such Borrower and that, in such event, all such amounts (whether or not due and payable by such Borrower) shall forthwith become due and payable by the Guarantor for purposes of this Clause 22. (d) For the avoidance of doubt doubt, nothing in this Clause 17 22 shall preclude any defences that any Guarantor (in its capacity as Guarantor only) may have against a Finance Party that the guarantee and indemnity does not constitute its legal, valid, binding or enforceable obligations. (e) With respect to the Guarantors incorporated under the laws of Brazil ("Brazilian Guarantors"), it is agreed that such Guarantors shall not exercise any and all rights and privileges granted to guarantors which might otherwise be deemed applicable, including but not limited to the rights and privileges referred to in Articles 827, 834, 835, 837 and 839 of the Brazilian Civil Code and the provisions of Article 595 of the Brazilian Civil Procedure Code.