Common use of Waiver by Guarantors Clause in Contracts

Waiver by Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrowers, any other Guarantor of the Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrowers, any such other Guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of Borrowers or any other Person, or (iv) pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrowers or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrowers or any other Guarantor from any cause other than payment in full of the Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights of set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including the acceptance hereof, notices of default hereunder, the Secured Agreements or any agreement or instrument related thereto, the Secured Cash Management Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of extension of credit to Borrowers; (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate Guarantors or sureties, or which may conflict with the terms hereof, (h) any defenses arising from the amendment of waiver of any term of the Loan Documents; (i) any defenses arising from failure to perfect any security granted over the Collateral or any release of security over the Collateral, (j) any law or regulation of any jurisdiction or any other event affecting any term of the Loan Documents or the Obligations and (k) any other circumstances that might constitute a defense to the Guarantor.

Waiver by Guarantors. Each Guarantor hereby waivesirrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for the benefit of the Secured Parties: (a) any right to require any Secured Partyherein, as a condition of payment or performance well as any requirement that at any time any action be taken by such Guarantor, to (i) proceed any Person against Borrowersthe Borrower, any other Guarantor of the Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrowers, any such other Guarantor or any other Person. Each Guarantor irrevocably waives acceptance hereof, (iii) proceed presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against or have resort to the Borrower, any balance of any deposit account or credit on the books of any Secured other Credit Party in favor of Borrowers or any other Person, prior to making a claim against such Guarantor, and any right to which it may otherwise be entitled to (i) require any Lender or (iv) pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of Administrative Agent to xxx and/or complete an action against the incapacity, lack of authority or any disability or other defense of Borrowers Borrower or any other Credit Party prior to a claim being made against such Guarantor including hereunder; (ii) have the assets of any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrowers Borrower or any other Guarantor from any cause other than payment Credit Party first be used and/or applied in full or in part as payment of the Obligations; (c) Borrower’s or any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in such other respects more burdensome than that of the principal; (d) any defense based upon any Secured Credit Party’s errors obligations under the Loan Document prior to any amounts being claimed from or omissions in the administration of the Obligationspaid by such Guarantor hereunder; or (iii) have its obligations hereunder divided among itself and one or more other Credit Parties, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of if such Guarantor’s obligations would be less than the full amount claimed hereunder. In addition, each Guarantor hereby waives, to the extent applicable, the benefits of orden, excusión, división, prórroga and quita and any benefits it may have under any of Articles 2813 through 2823, Articles 2839 and 2840 or Articles 2844 through 2849 (iiin each case inclusive) of Mexico’s Federal Civil Code (the benefit “Civil Code”), and the correlative articles of the civil codes of each political subdivision of Mexico. The obligations assumed by each Guarantor hereunder shall not be affected by the absence of judicial request of payment by any statute of limitations affecting such Guarantor’s liability hereunder Lender or the enforcement hereof, (iii) any rights of set offs, recoupments and counterclaimsAdministrative Agent to the Borrower, and (iv) promptness, diligence and whether or not any requirement that any Secured Party protect, secure, perfect Lender or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of the Administrative Agent takes any action or inaction, including within the acceptance hereof, notices of default hereunder, the Secured Agreements or any agreement or instrument related thereto, the Secured Cash Management Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification time set forth in Articles 2848 and 2849 of the Obligations or any agreement related theretoCivil Code, notices and each Guarantor hereby expressly waives the provisions of extension of credit to Borrowers; (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate Guarantors or sureties, or which may conflict with the terms hereof, (h) any defenses arising from the amendment of waiver of any term of the Loan Documents; (i) any defenses arising from failure to perfect any security granted over the Collateral or any release of security over the Collateral, (j) any law or regulation of any jurisdiction or any other event affecting any term of the Loan Documents or the Obligations and (k) any other circumstances that might constitute a defense to the Guarantorsuch Articles.

Waiver by Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrowers, any other Guarantor of the Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrowers, any such other Guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of Borrowers or any other Person, or (iv) pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrowers or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrowers or any other Guarantor from any cause other than payment in full of the Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights of set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including the acceptance hereof, notices of default hereunder, the Secured Hedge Agreements or any agreement or instrument related thereto, the Secured Cash Management Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of extension of credit to Borrowers; (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate Guarantors or sureties, or which may conflict with the terms hereof, (h) any defenses arising from the amendment of waiver of any term of the Loan Documents; (i) any defenses arising from failure to perfect any security granted over the Collateral or any release of security over the Collateral, (j) any law or regulation of any jurisdiction or any other event affecting any term of the Loan Documents or the Obligations and (k) any other circumstances that might constitute a defense to the Guarantor.

Waiver by Guarantors. Each Guarantor agrees that the Beneficiaries may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of any Guarantor, extend the time of payment of, exchange or surrender any collateral for, or renew any of the Guaranteed Obligations, and may also make any agreement with the Issuer or any other Person for the extension, renewal, payment, compromise, discharge, or release thereof, in whole or in part, for any modification of the terms thereof or of any agreement between any of the Beneficiaries and the Issuer or any other Note Party without in any way impairing or affecting this Guarantee. Each Guarantor hereby waiveswaives notice of acceptance of this Guarantee, for the benefit diligence, acceleration, presentment, notice of the Secured Parties: (a) any right to require any Secured Party, as a condition default or demand of payment to or performance by such Guarantor, to (i) proceed against Borrowersupon the Issuer, any other Guarantor Note Party or any Guarantor, filing of claims with a court in the event of merger or bankruptcy of the Obligations Issuer, any right or requirement to proceed first against the Issuer or any other Person, (ii) proceed against or exhaust any security held from BorrowersNote Party, any such other Guarantor protest or notice with respect to the Note Purchase Agreement or any other PersonNote Document or the obligations created or evidenced thereby and all demands whatsoever, (iii) proceed against any exchange, sale or have resort to surrender of, or realization on, any balance of any deposit account or credit on the books of any Secured Party in favor of Borrowers other guarantee or any collateral, and any and all other Person, or notices and surety defenses (iv) pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrowers or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrowers or any other Guarantor from any cause other than payment in full of full) whatsoever. The Beneficiaries shall not be obligated to file any claim relating to the Obligations; (c) any defense based upon any statute or rule of law which provides Guaranteed Obligations in the event that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights of set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including the acceptance hereof, notices of default hereunder, the Secured Agreements or any agreement or instrument related thereto, the Secured Cash Management Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of extension of credit to Borrowers; (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate Guarantors or sureties, or which may conflict with the terms hereof, (h) any defenses arising from the amendment of waiver of any term of the Loan Documents; (i) any defenses arising from failure to perfect any security granted over the Collateral or any release of security over the Collateral, (j) any law or regulation of any jurisdiction Issuer or any other event affecting any term Note Party becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Loan Documents or Beneficiaries to so file shall not affect the Obligations and (k) any other circumstances that might constitute a defense to obligations of the GuarantorGuarantors hereunder.

Waiver by Guarantors. Each Guarantor hereby waivesirrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for the benefit of the Secured Parties: (a) any right to require any Secured Partyherein, as a condition of payment or performance well as any requirement that at any time any action be taken by such Guarantor, to (i) proceed any Person against Borrowersthe Borrower, any other Guarantor of the Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrowers, any such other Guarantor or any other Person. Each Guarantor irrevocably waives acceptance hereof, (iii) proceed presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against or have resort to the Borrower, any balance of any deposit account or credit on the books of any Secured other Credit Party in favor of Borrowers or any other Person, prior to making a claim against such Guarantor, and any right to which it may otherwise be entitled to (i) require any Lender or (iv) pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of Administrative Agent to xxx and/or complete an action against the incapacity, lack of authority or any disability or other defense of Borrowers Borrower or any other Credit Party prior to a claim being made against such Guarantor including hereunder; (ii) have the assets of any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrowers Borrower or any other Guarantor from any cause other than payment Credit Party first be used and/or applied in full or in part as payment of the ObligationsBorrower's or any such other Credit Party's obligations under the Loan Document prior to any amounts being claimed from or paid by such Guarantor hereunder; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) have its obligations hereunder divided among itself and one or more other Credit Parties, if such Guarantor's obligations would be less than the full amount claimed hereunder. In addition, each Guarantor hereby waives, to the extent applicable, the benefits of orden, excusion, division, prorroga and quita and any rights benefits it may have under any of set offsArticles 2813 through 2823, recoupments Articles 2839 and counterclaims2840 or Articles 2844 through 2849 (in each case inclusive) of Mexico's Federal Civil Code (the "Civil Code"), and (iv) promptnessthe correlative articles of the civil codes of each political subdivision of Mexico. The obligations assumed by each Guarantor hereunder shall not be affected by the absence of judicial request of payment by any Lender or the Administrative Agent to the Borrower, diligence and whether or not any requirement that any Secured Party protect, secure, perfect Lender or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of the Administrative Agent takes any action or inaction, including within the acceptance hereof, notices of default hereunder, the Secured Agreements or any agreement or instrument related thereto, the Secured Cash Management Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification time set forth in Articles 2848 and 2849 of the Obligations or any agreement related theretoCivil Code, notices and each Guarantor hereby expressly waives the provisions of extension of credit to Borrowers; (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate Guarantors or sureties, or which may conflict with the terms hereof, (h) any defenses arising from the amendment of waiver of any term of the Loan Documents; (i) any defenses arising from failure to perfect any security granted over the Collateral or any release of security over the Collateral, (j) any law or regulation of any jurisdiction or any other event affecting any term of the Loan Documents or the Obligations and (k) any other circumstances that might constitute a defense to the Guarantorsuch Articles.

Waiver by Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrowers, any other Guarantor of the Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrowers, any such other Guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of Borrowers or any other Person, or (iv) pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrowers or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrowers or any other Guarantor from any cause other than payment in full of the Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights of set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including the acceptance hereof, notices of default hereunder, the Secured Hedge Agreements or any agreement or instrument related thereto, the Secured Cash Management Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of extension of credit to Borrowers; (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate Guarantors or sureties, or which may conflict with the terms hereof, (h) any defenses arising from the amendment of waiver of any term of the Loan Documents; (i) any defenses arising from failure to perfect any security granted over the Collateral or any release of security over the Collateral, (j) any law or regulation of any jurisdiction or any other event affecting any term of the Loan Documents or the Obligations and (k) any other circumstances that might constitute a defense to the Guarantor.