Common use of Waivers by the Guarantor Clause in Contracts

Waivers by the Guarantor. The Guarantor agrees not to assert, and hereby waives, all rights (whether by counterclaim, set-off or otherwise) and defenses (including, without limitation, the defense of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be used by the Guarantor to avoid performance hereunder, including but not limited to: (a) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Co-Issuer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Transaction Documents or by cessation of liability of any Co-Issuer for any cause other than the full performance of all obligations of such Co-Issuer set forth in the Transaction Documents and payment in full of all amounts due thereunder; (b) any defense based on any Co-Issuer’s errors or omissions in the performance of its obligations or payment of amounts due under the Transaction Documents; (c) any defenses or benefits that may be derived from or afforded by law that would limit the liability of or exonerate the Guarantor, (d) any legal or equitable discharge of the Guarantor’s obligations hereunder; (e) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Agreement, notices of default under any of the other Transaction Documents; and (g) any rights to set-offs, recoupments and counterclaims.

Waivers by the Guarantor. The Guarantor agrees not to assert, and hereby waives, all rights (whether by counterclaim, set-off or otherwise) and defenses (including, without limitation, for the defense benefit of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be used by the Guarantor to avoid performance hereunder, including but not limited toBank: (a) any right to require the Bank, as a condition of payment or performance by Guarantor in respect of its obligations under this Section 13, (i) to proceed against the Borrower, any other guarantor of the Secured Obligations or any other Person, (ii) to proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii) to proceed against or have resort to any balance of any deposit account or credit on the books of the Bank in favor of any Loan Party or any other Person, or (iv) to pursue any other remedy in the power of the Bank whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense (other than the defense of any Co-Issuer includingpayment) of the Borrower, without limitation, including any defense based on or arising out of the lack of validity or the unenforceability of the Transaction Documents Secured Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Co-Issuer for the Borrower from any cause other than the full performance of all obligations of such Co-Issuer set forth in the Transaction Documents and payment in full in cash of all amounts due thereunderthe Secured Obligations; (bc) any defense based on upon any Co-Issuerlaw 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 the Bank’s errors or omissions in the performance administration of its obligations or payment of amounts due under the Transaction DocumentsSecured Obligations; (ce) (1) any defenses principles or benefits that may be derived from or afforded by provisions of any law that would limit are or might be in conflict with the liability of terms hereof or exonerate the Guarantor, (d) any legal or equitable discharge of the Guarantor’s obligations hereunder; , (e2) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that the 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 Agreementhereof, notices of default under the Loan Documents, any Loan Program Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Secured Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Loan Party and notices of any of the other Transaction Documentsmatters referred to in Section 13.3 and any right to consent to any thereof; and (g) any rights to set-offsdefenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, recoupments and counterclaimsor which may conflict with the terms hereof.

Waivers by the Guarantor. The Guarantor agrees not to assert, and hereby waives, all rights (whether by counterclaim, set-off or otherwise) and defenses (including, without limitation, for the defense benefit of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be used by the Guarantor to avoid performance hereunder, including but not limited toBank: (a) any right to require the Bank, as a condition of payment or performance by Guarantor in respect of its obligations under this Section 13, (i) to proceed against the Borrower, any other guarantor of the Secured Obligations or any other Person, (ii) to proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii) to proceed against or have resort to any balance of any deposit account or credit on the books of the Bank in favor of any Loan Party or any other Person, or (iv) to pursue any other remedy in the power of the Bank whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Co-Issuer includingthe Borrower, without limitation, including any defense based on or arising out of the lack of validity or the unenforceability of the Transaction Documents Secured Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Co-Issuer for the Borrower from any cause other than the full performance of all obligations of such Co-Issuer set forth in the Transaction Documents and payment in full in cash of all amounts due thereunderthe Secured Obligations; (bc) any defense based on upon any Co-Issuerlaw 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 the Bank’s errors or omissions in the performance administration of its obligations or payment of amounts due under the Transaction DocumentsSecured Obligations; (ce) (1) any defenses principles or benefits that may be derived from or afforded by provisions of any law that would limit are or might be in conflict with the liability of terms hereof or exonerate the Guarantor, (d) any legal or equitable discharge of the Guarantor’s obligations hereunder; , (e2) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that the 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 Agreementhereof, notices of default under the Loan Documents, any Loan Program Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Secured Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or any other Loan Party and notices of any of the other Transaction Documentsmatters referred to in Section 13.3 and any right to consent to any thereof; and (g) any rights to set-offsdefenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, recoupments and counterclaimsor which may conflict with the terms hereof.

Waivers by the Guarantor. The Guarantor agrees not to assert, and hereby waives, all rights (whether by counterclaim, set-off or otherwise) and defenses (including, without limitation, the defense of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be used by the Guarantor to avoid performance hereunder, including but not limited to: (a) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Co-Issuer the Servicer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Transaction Documents this Agreement or by cessation of liability of any Co-Issuer the Servicer for any cause other than the full performance of all obligations of such Co-Issuer the Servicer set forth in the Transaction Documents this Agreement and payment in full of all amounts due thereunderhereunder; (b) any defense based on any Co-Issuerthe Servicer’s errors or omissions in the performance of its obligations or payment of amounts due under the Servicing Agreement or under the other Transaction Documents; (c) any defenses or benefits that may be derived from or afforded by law that would limit the liability of or exonerate the Guarantor, (d) any legal or equitable discharge of the Guarantor’s obligations hereunder; (e) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this AgreementGuarantee, notices of default under the Servicing Agreement, any of the other Transaction Documents, the Serviced Documents or the Franchise Arrangements; and (g) any rights to set-offs, recoupments and counterclaims.

Waivers by the Guarantor. The Guarantor agrees not to assert, and hereby waives, all rights (whether by counterclaim, set-off or otherwise) and defenses (including, without limitation, the defense of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be used by the Guarantor to avoid performance hereunder, including but not limited to: (a) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Co-Issuer the Servicer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Transaction Documents this Agreement or by cessation of liability of any Co-Issuer the Servicer for any cause other than the full performance of all obligations of such Co-Issuer the Servicer set forth in the Transaction Documents this Agreement and payment in full of all amounts due thereunderhereunder; (b) any defense based on any Co-Issuerthe Servicer’s errors or omissions in the performance of its obligations or payment of amounts due under this Agreement or under the other Transaction Documents; (c) any defenses or benefits that may be derived from or afforded by law that would limit the liability of or exonerate the Guarantor, (d) any legal or equitable discharge of the Guarantor’s obligations hereunder; (e) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this AgreementGuarantee, notices of default under this Agreement, any of the other Transaction Documents, the Serviced Documents or the Franchise Documents; and (g) any rights to set-offs, recoupments and counterclaims.

Waivers by the Guarantor. The Guarantor agrees not to assert, and hereby waives, all rights (whether by counterclaim, set-off or otherwise) and defenses (including, without limitation, the defense of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be used by the Guarantor to avoid performance hereunder, including but not limited to: (a) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Co-Issuer the Seller including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Transaction Documents Parent Asset Sale Agreement or by cessation of liability of any Co-Issuer the Seller for any cause other than the full performance of all obligations of such Co-Issuer the Seller set forth in the Transaction Documents Parent Asset Sale Agreement and payment in full of all amounts due thereunder; (b) any defense based on any Co-Issuerthe Seller’s errors or omissions in the performance of its obligations or payment of amounts due under the Servicing Agreement or under the other Transaction Documents; (c) any defenses or benefits that may be derived from or afforded by law that would limit the liability of or exonerate the Guarantor, (d) any legal or equitable discharge of the Guarantor’s obligations hereunder; (e) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this AgreementGuaranty, notices of default under any of the other Transaction Documents; and (g) any rights to set-offs, recoupments and counterclaims.

Waivers by the Guarantor. The Guarantor agrees not to assert, and hereby waives, all rights (whether by counterclaim, set-off or otherwise) and defenses (including, without limitation, the defense of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be used by the Guarantor to avoid performance hereunder, including but not limited to: (a) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Co-Issuer Xxxxxxxx’x International including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Transaction Documents or by cessation of liability of any Co-Issuer Xxxxxxxx’x International for any cause other than the full performance of all obligations of such Co-Issuer Xxxxxxxx’x International set forth in the Transaction Documents and payment in full of all amounts due thereunder; (b) any defense based on any Co-IssuerXxxxxxxx’x International’s errors or omissions in the performance of its obligations or payment of amounts due under the Transaction Documents; (c) any defenses or benefits that may be derived from or afforded by law that would limit the liability of or exonerate the Guarantor, (d) any legal or equitable discharge of the Guarantor’s obligations hereunder; (e) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this AgreementGuarantee, notices of default under any of the other Transaction Documents, the Serviced Documents or the Franchise Arrangements; and (g) any rights to set-offs, recoupments and counterclaims.