Common use of Waivers by Subsidiary Guarantors Clause in Contracts

Waivers by Subsidiary Guarantors. Subsidiary Guarantors hereby waive, for the benefit of Banks and Administrative Agent: (a) any right to require Administrative Agent or Banks, as a condition of payment or performance by the Subsidiary Guarantors, to (i) proceed against Borrower, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrower, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Administrative Agent or any Bank in favor of Borrower or any other Person, or (iv) pursue any other remedy in the power of Administrative Agent or any Bank whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower from any cause other than indefeasible payment in full of the Guarantied Obligations, the termination of the Commitments, and the expiration or cancellation of all Letters of Credit; (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 Administrative Agent's or any Bank's errors or omissions in the administration of the Guarantied Obligations, except behavior which amounts to bad faith; (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Subsidiary Guaranty and any legal or equitable discharge of the Subsidiary Guarantors' obligations hereunder, (ii) the benefit of any statute of limitations affecting the Subsidiary Guarantors' liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that Administrative Agent or any Bank 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 acceptance of this Subsidiary Guaranty, notices of default under the Credit Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 2.3 and any right to consent to any thereof; and (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 of this Subsidiary Guaranty.

Waivers by Subsidiary Guarantors. Each Subsidiary Guarantors Guarantor hereby waivewaives, for the benefit of Banks and Administrative Agent: the Secured Parties: (a) any right to require Administrative Agent or Banksany Secured Party, as a condition of payment or performance by the such Subsidiary GuarantorsGuarantor in respect of its obligations under this Section 7, to (i) to proceed against the Borrower, any other guarantor (including any other Subsidiary Guarantor) of the Guarantied Obligations or any other Person, (ii) to proceed against or exhaust any security held from the Borrower, any such other guarantor of the Guarantied Obligations or any other Person, (iii) to proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of Administrative Agent or any Bank Secured Party in favor of Borrower any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of Administrative Agent or any Bank Secured Party whatsoever; ; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower including, without limitation, or any other Subsidiary Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Subsidiary Guarantor from any cause other than indefeasible payment in full in Cash of the Guarantied Obligations, the termination of the Commitments, and the expiration or cancellation of all Letters of Credit; ; (c) any defense based upon any statute or rule of law which that 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 Administrative Agent's or any Bank's errors or omissions in the administration of the Guarantied Obligations, except behavior which amounts to bad faith; (i) any principles or provisions of law, statutory or otherwise, which that are or might be in conflict with the terms of this Subsidiary Guaranty hereof and any legal or equitable discharge of the such Subsidiary Guarantors' Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the such Subsidiary Guarantors' Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that Administrative Agent or any Bank Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; ; (fe) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Subsidiary Guarantyhereof, notices of default under the Credit Agreement Documents, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Credit Party and notices of any of the matters referred to in Section 2.3 7.4 and any right to consent to any thereof; and and (gf) 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 of this Subsidiary Guarantyhereof.

Waivers by Subsidiary Guarantors. Each Subsidiary Guarantors Guarantor hereby waivewaives, for the benefit of Banks and Administrative Agent: Beneficiaries: (a) any right to require Administrative Agent or Banksany Beneficiary, as a condition of payment or performance by the such Subsidiary GuarantorsGuarantor, to (i) proceed against the Borrower, any other guarantor (including any other Subsidiary Guarantor) of the Guarantied Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of Administrative Agent or any Bank Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of Administrative Agent or any Bank Beneficiary whatsoever; ; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower including, without limitation, or any other Subsidiary Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Subsidiary Guarantor from any cause other than indefeasible payment in full of the Guarantied Guaranteed Obligations, the termination of the Commitments, and the expiration or cancellation of all Letters of Credit; ; (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 Administrative Agent's or any Bank's Beneficiary’s errors or omissions in the administration of the Guarantied Guaranteed 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 of this Subsidiary Guaranty hereof and any legal or equitable discharge of the such Subsidiary Guarantors' Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the such Subsidiary Guarantors' Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that Administrative Agent or any Bank Beneficiary 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 acceptance of this Subsidiary Guarantyhereof, notices of default under hereunder, the Credit Agreement Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.3 7.04 and any right to consent to any thereof; and and (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 of this Subsidiary Guarantyhereof.

Waivers by Subsidiary Guarantors. Each Subsidiary Guarantors Guarantor hereby waivewaives, for the benefit of Banks and Administrative Agent: Beneficiaries: (a) any right to require Administrative Agent or Banksany Beneficiary, as a condition of payment or performance by the such Subsidiary GuarantorsGuarantor, to (i) proceed against BorrowerParent, any other guarantor (including any other Subsidiary Guarantor) of the Guarantied Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from BorrowerParent, any such other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of Administrative Agent or any Bank Beneficiary in favor of Borrower Parent or any other Person, or (iv) pursue any other remedy in the power of Administrative Agent or any Bank Beneficiary whatsoever; ; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower including, without limitation, Parent or any other Subsidiary Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower Parent or any other Subsidiary Guarantor from any cause other than indefeasible payment in full of the Guarantied Guaranteed Obligations, the termination of the Commitments, and the expiration or cancellation of all Letters of Credit; ; (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 Administrative Agent's or any Bank's Beneficiary’s errors or omissions in the administration of the Guarantied Guaranteed 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 of this Subsidiary Guaranty hereof and any legal or equitable discharge of the such Subsidiary Guarantors' Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the such Subsidiary Guarantors' Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that Administrative Agent or any Bank Beneficiary 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 acceptance of this Subsidiary Guarantyhereof, notices of default under the Credit Agreement hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower Parent and notices of any of the matters referred to in Section 2.3 and any right to consent to any thereof; and (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 of this Subsidiary Guaranty.87

Waivers by Subsidiary Guarantors. Each Subsidiary Guarantors Guarantor hereby waivewaives, to the extent permitted by Applicable Law, for the benefit of Banks and Administrative Agent: the Secured Parties: (a) any right to require Administrative Agent or Banksany Secured Party, as a condition of payment or performance by the such Subsidiary GuarantorsGuarantor, to (i) proceed against the Borrower, any other guarantor (including any other Subsidiary Guarantor) of the Guarantied Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Administrative Agent or any Bank Secured Party in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of Administrative Agent or any Bank Secured Party whatsoever; ; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower including, without limitation, or any other Subsidiary Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Subsidiary Guarantor from any cause other than indefeasible payment in full in cash of the Guarantied Guaranteed Obligations, the termination of the Commitments, and the expiration or cancellation of all Letters of Credit; ; (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 Administrative Agent's or any Bank's errors or omissions in the administration of the Guarantied Obligations, except behavior which amounts to bad faith;statute (i) any principles or provisions of lawApplicable Law, statutory or otherwise, which are or might be in conflict with the terms of this Subsidiary Guaranty hereof and any legal or equitable discharge of the such Subsidiary Guarantors' Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the such Subsidiary Guarantors' Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that Administrative Agent or any Bank 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 acceptance of this Subsidiary Guarantyhereof, notices of default under the Credit Agreement hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.3 12.03 and any right to consent to any thereof; and and (g) any defenses or benefits that may be derived from or afforded by law Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Subsidiary Guarantyhereof.

Waivers by Subsidiary Guarantors. Each Subsidiary Guarantors Guarantor hereby waivewaives, for the benefit of Banks and Administrative AgentNoteholders: (a) any right to require Administrative Agent or BanksNoteholders, as a condition of payment or performance by the such Subsidiary GuarantorsGuarantor, to (i) proceed against BorrowerCompany, Parent or any other guarantor of the Guarantied Obligations other Subsidiary Guarantors or any other Person, (ii) proceed against or exhaust any security held from BorrowerCompany, Parent or any other guarantor of the Guarantied Obligations other Subsidiary Guarantors or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Administrative Agent or any Bank Noteholder in favor of Borrower Company, Parent or any of the other Subsidiary Guarantors or any other Person, or (iv) pursue any other remedy in the power of Administrative Agent or any Bank Noteholder whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower includingCompany, without limitation, Parent or any of the other Subsidiary Guarantors including any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower Company, Parent or any of the other Subsidiary Guarantors from any cause other than indefeasible payment in full of the Guarantied Guaranteed Obligations, the termination of the Commitments, and the expiration or cancellation of all Letters of Credit; (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 Administrative Agent's or any BankNoteholder's errors or omissions in the administration of the Guarantied Guaranteed Obligations, except behavior which amounts to bad faith; (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Subsidiary Guaranty and any legal or equitable discharge of the such Subsidiary Guarantors' Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the such Subsidiary Guarantors' Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that Administrative Agent or any Bank Noteholder protect, secure, perfect or insure any security interest or lien 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 acceptance of this Subsidiary Guaranty, notices of default under the Credit Agreement or any agreement or instrument related theretoNote Document, notices of any renewal, extension or modification of the Guarantied Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower Company, Parent or any of the other Subsidiary Guarantors and notices of any of the matters referred to in Section 2.3 subsection 2.4 and any right to consent to any thereof; and (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 of this Subsidiary Guaranty.