Common use of WAIVERS OF GUARANTOR Clause in Contracts

WAIVERS OF GUARANTOR. The Guarantor hereby expressly waives: -------------------- (a) notice of acceptance of this Guaranty, (b) notice of the existence or creation of all or any of the Obligations, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever, (d) all diligence in collection or protection of or realization upon the Obligations or any part thereof, any obligation hereunder, or any security for any of the foregoing, and (e) all rights of subrogation, indemnification, contribution and reimbursement from the Borrower, all rights to enforce any remedy which the Administrative Agent, the Issuing Bank and the Banks, or any of them, may have against the Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Administrative Agent, the Issuing Bank or any of the Banks in respect of the Obligations, even upon payment in full of the Obligations, except to the extent such waiver would be expressly prohibited by Applicable Law. If a claim is ever made upon the Administrative Agent, the Issuing Bank or any of the Banks for the repayment or recovery of any amount or amounts received by such Person in payment of any of the Obligations and such Person repays all or part of such amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such Person or any of its property, or (b) any settlement or compromise of any such claim effected by such Person with any such claimant, including the Borrower, then in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any of the Obligations, and the Guarantor shall be and remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Person.

WAIVERS OF GUARANTOR. The To the extent permitted by applicable law, each Guarantor hereby expressly waives: --------------------waives for the benefit of each Holder: (i) any right to require any Holder, as a condition of payment or performance by such Guarantor or otherwise to (a) notice proceed against the Issuer, any other Guarantor or any other guarantor (if any) of acceptance of this Guarantythe Guarantied Obligations or any other Person (if any), (b) notice of proceed against or exhaust any security (if any) given to or held by any Holder in connection with the existence or creation of all Guarantied Obligations or any of the Obligationsother guaranty (if any), or (c) presentment, demand, notice of dishonor, protest, and all pursue any other notices remedy available to any Holder whatsoever, ; (dii) all diligence in collection or protection of or realization upon the Obligations or any part thereof, any obligation hereunder, or any security for any of the foregoing, and (e) all rights of subrogation, indemnification, contribution and reimbursement from the Borrower, all rights to enforce any remedy which the Administrative Agent, the Issuing Bank and the Banks, or any of them, may have against the Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Administrative Agent, the Issuing Bank or any of the Banks in respect of the Obligations, even upon payment in full of the Obligations, except to the extent such waiver would be expressly prohibited by Applicable Law. If a claim is ever made upon the Administrative Agent, the Issuing Bank or any of the Banks for the repayment or recovery of any amount or amounts received by such Person in payment of any of the Obligations and such Person repays all or part of such amount defense arising by reason of (a) any judgmentthe incapacity, decree or order lack of any court or administrative body having jurisdiction over such Person authority or any disability or other defense of its propertythe Issuer, 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, (b) the cessation of the liability of the Issuer from any settlement cause (other than a defense of payment, unless the payment on which such defense is based was or compromise is subsequently invalidated, declared to be fraudulent or preferential, otherwise avoided and/or required to be repaid to the Issuer or any Guarantor, as the case may be, or the estate of any such claim effected party, a trustee, receiver or any other Person under any bankruptcy law, state or federal law, common law or equitable cause, in which case there shall be no defense of payment with respect to such payment) or (c) any act or omission of any Holder or any other Person which directly or indirectly, by operation of law or otherwise, results in or aids the discharge or release of the Issuer or any security (if any) given to or held by any Holder in connection with the Guarantied Obligations or any other guaranty (if any); (iii) 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; (iv) any defense based upon any Holder’s errors or omissions in the administration of the Guarantied Obligations; (a) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s, any Holder’s or any other guarantor’s (if any) obligations hereunder, (b) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s, any Holder’s or any other guarantor’s (if any) liability hereunder or the enforcement hereof, (c) any rights to set-offs, recoupments and counterclaims, and (d) promptness, diligence and any requirement that any Holder protect, maintain, secure, perfect or insure any Lien (if any) or any property subject thereto; (vi) notices (a) of nonperformance or dishonor, (b) of acceptance of this Guaranty by any Holder or by such Person Guarantor or any other guarantor (if any), (c) of default in respect of the Guarantied Obligations or any other guaranty (if any), (d) of the existence, creation or incurrence of new or additional indebtedness, arising either from additional loans extended to the Issuer or otherwise, (e) that the principal amount, or any portion thereof, and/or any interest, on any document or instrument evidencing all or any part of the Guarantied Obligations is due, (f) of any and all proceedings to collect from the Issuer, any Guarantor or any other guarantor (if any) of all or any part of the Guarantied Obligations, or from anyone else, (g) of exchange, sale, surrender or other handling of any security or collateral (if any) given to any Holder to secure payment of the Guarantied Obligations or any guaranty (if any) therefor, (h) of renewal, extension or modification of any of the Guarantied Obligations, (i) of assignment, sale or other transfer of any Note to a Transferee, and (j) of any of the matters referred to in paragraph 2B and any right to consent to any thereof; (vii) presentment, demand for payment or performance and protest and notice of protest with respect to the Guarantied Obligations or any such claimantguaranty (if any) with respect thereto; and (viii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, including or which may conflict with the Borrower, then in such event the terms of this Guaranty. Each Guarantor agrees that no Holder shall be under any obligation to marshal any assets in favor of any Guarantor or against or in payment of any or all of the Guarantied Obligations. No Guarantor will exercise any rights that it may have acquired by way of subrogation under this Guaranty, by any payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement or indemnity or any rights or recourse to any security (if any) for the Guarantied Obligations or this Guaranty unless at the time of such Guarantor’s exercise of any such judgment, decree, order, settlement or compromise right there shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any have been performed and indefeasibly paid in full in cash all of the Obligations, Guarantied Obligations and no Holder shall have any outstanding commitment under the Guarantor shall be and remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such PersonNote Agreement.

WAIVERS OF GUARANTOR. The Guarantor hereby expressly waives: -------------------- (a) notice of acceptance of this Parent Guaranty, (b) notice of the existence or creation of all or any of the Guaranteed Obligations, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever, (d) all diligence in collection or protection of or realization upon the Guaranteed Obligations or any part thereof, any obligation hereunder, or any security for any of the foregoing, and (e) until the Administrative Agent, the Issuing Bank and the Lenders have been indefeasibly paid in full, all rights of subrogation, indemnification, contribution and reimbursement from the Borrower, all rights to enforce any remedy which the Administrative Agent, the Issuing Bank and the BanksLenders, or any of them, may have against the Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Administrative Agent, the Issuing Bank or any of the Banks Lenders in respect of the Guaranteed Obligations, even upon payment in full of the Guaranteed Obligations, except to the extent such waiver would be expressly prohibited by Applicable Law. If a claim is ever made upon the Administrative Agent, the Issuing Bank or any of the Banks Lenders for the repayment or recovery of any amount or amounts received by such Person in payment of any of the Guaranteed Obligations and such Person repays all or part of such amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such Person or any of its property, or (b) any settlement or compromise of any such claim effected by such Person with any such claimant, including the Borrower, then in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any of the Guaranteed Obligations, and the Guarantor shall be and remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Person.

WAIVERS OF GUARANTOR. The Guarantor hereby expressly waives: -------------------- (a) notice of acceptance of this Guaranty, ; (b) notice of the existence or creation of all or any of the Obligations, ; (c) presentment, demand, notice of dishonor, protest, protest and all other notices whatsoever, ; (d) all diligence in collection or protection of or realization upon the Obligations or any part thereof, any obligation hereunder, hereunder or any security for any of the foregoing, ; and (e) all rights of subrogation, indemnification, contribution and reimbursement from the Borrower, all rights to enforce any remedy which the Administrative Agent, the Issuing Bank and the BanksSecured Parties, or any of them, may have against the Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Administrative AgentSecured Parties, the Issuing Bank or any of the Banks them, in respect of the Obligations, even upon payment in full of the Obligations, except to the extent such waiver would be expressly prohibited by Applicable Law. Any money received by the Guarantor in violation of this Section shall be held in trust by the Guarantor for the benefit of the Secured Parties, and each of them. If a claim is ever made upon the Administrative AgentSecured Parties, the Issuing Bank or any of the Banks them, for the repayment or recovery of any amount or amounts received by such Person in payment of any of the Obligations and such Person repays all or part of such amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such Person or any of its property, property or (b) any settlement or compromise of any such claim effected by such Person with any such claimant, including including, without limitation, the Borrower, then in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any of the Obligations, and the Guarantor shall be and remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Person.

WAIVERS OF GUARANTOR. The To the extent permitted by applicable law, each Guarantor hereby expressly waives: --------------------waives for the benefit of each Holder: (i) any right to require any Holder, as a condition of payment or performance by such Guarantor or otherwise to (a) notice proceed against either Issuer, any other Guarantor or any other guarantor (if any) of acceptance of this Guarantythe Guarantied Obligations or any other Person (if any), (b) notice of proceed against or exhaust any security (if any) given to or held by any Holder in connection with the existence or creation of all Guarantied Obligations or any of the Obligationsother guaranty (if any), or (c) presentment, demand, notice of dishonor, protest, and all pursue any other notices remedy available to any Holder whatsoever, ; (dii) all diligence in collection or protection of or realization upon the Obligations or any part thereof, any obligation hereunder, or any security for any of the foregoing, and (e) all rights of subrogation, indemnification, contribution and reimbursement from the Borrower, all rights to enforce any remedy which the Administrative Agent, the Issuing Bank and the Banks, or any of them, may have against the Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Administrative Agent, the Issuing Bank or any of the Banks in respect of the Obligations, even upon payment in full of the Obligations, except to the extent such waiver would be expressly prohibited by Applicable Law. If a claim is ever made upon the Administrative Agent, the Issuing Bank or any of the Banks for the repayment or recovery of any amount or amounts received by such Person in payment of any of the Obligations and such Person repays all or part of such amount defense arising by reason of (a) any judgmentthe incapacity, decree or order lack of any court or administrative body having jurisdiction over such Person authority or any disability or other defense of its propertyeither Issuer, 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, (b) the cessation of the liability of either Issuer from any settlement cause (other than a defense of payment, unless the payment on which such defense is based was or compromise is subsequently invalidated, declared to be fraudulent or preferential, otherwise avoided and/or required to be repaid to either Issuer or any Guarantor, as the case may be, or the estate of any such claim effected party, a trustee, receiver or any other Person under any bankruptcy law, state or federal law, common law or equitable cause, in which case there shall be no defense of payment with respect to such payment) or (c) any act or omission of any Holder or any other Person which directly or indirectly, by operation of law or otherwise, results in or aids the discharge or release of either Issuer or any security (if any) given to or held by any Holder in connection with the Guarantied Obligations or any other guaranty (if any); (iii) 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; (iv) any defense based upon any Holder’s errors or omissions in the administration of the Guarantied Obligations; (a) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s, any Holder’s or any other guarantor’s (if any) obligations hereunder, (b) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s, any Holder’s or any other guarantor’s (if any) liability hereunder or the enforcement hereof, (c) any rights to set-offs, recoupments and counterclaims, and (d) promptness, diligence and any requirement that any Holder protect, maintain, secure, perfect or insure any Lien (if any) or any property subject thereto; (vi) notices (a) of nonperformance or dishonor, (b) of acceptance of this Guaranty by any Holder or by such Person Guarantor or any other guarantor (if any), (c) of default in respect of the Guarantied Obligations or any other guaranty (if any), (d) of the existence, creation or incurrence of new or additional indebtedness, arising either from additional loans extended to either Issuer or otherwise, (e) that the principal amount, or any portion thereof, and/or any interest, on any document or instrument evidencing all or any part of the Guarantied Obligations is due, (f) of any and all proceedings to collect from either Issuer, any Guarantor or any other guarantor (if any) of all or any part of the Guarantied Obligations, or from anyone else, (g) of exchange, sale, surrender or other handling of any security or collateral (if any) given to any Holder to secure payment of the Guarantied Obligations or any guaranty (if any) therefor, (h) of renewal, extension or modification of any of the Guarantied Obligations, (i) of assignment, sale or other transfer of any Note to a Transferee, and (j) of any of the matters referred to in paragraph 2B and any right to consent to any thereof; (vii) presentment, demand for payment or performance and protest and notice of protest with respect to the Guarantied Obligations or any such claimantguaranty (if any) with respect thereto; and (viii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, including or which may conflict with the Borrower, then in such event the terms of this Guaranty. Each Guarantor agrees that no Holder shall be under any obligation to marshal any assets in favor of any Guarantor or against or in payment of any or all of the Guarantied Obligations. No Guarantor will exercise any rights that it may have acquired by way of subrogation under this Guaranty, by any payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement or indemnity or any rights or recourse to any security (if any) for the Guarantied Obligations or this Guaranty unless at the time of such Guarantor’s exercise of any such judgment, decree, order, settlement or compromise right there shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any have been performed and indefeasibly paid in full in cash all of the Obligations, Guarantied Obligations and no Holder shall have any outstanding commitment under the Guarantor shall be and remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such PersonShelf Agreement.

WAIVERS OF GUARANTOR. The Each Guarantor hereby expressly waives: --------------------waives for the benefit of each Holder: (i) any right to require any Holder, as a condition of payment or performance by such Guarantor or otherwise to (a) notice proceed against the Company, any other Guarantor or other guarantor of acceptance of this Guarantythe Guaranteed Obligations or any other Person, (b) notice of proceed against or exhaust any security given to or held by any Holder in connection with the existence or creation of all Guaranteed Obligations or any of the Obligationsother guarantee, or (c) presentment, demand, notice of dishonor, protest, and all pursue any other notices remedy available to any Holder whatsoever, ; (dii) all diligence in collection or protection of or realization upon the Obligations or any part thereof, any obligation hereunder, or any security for any of the foregoing, and (e) all rights of subrogation, indemnification, contribution and reimbursement from the Borrower, all rights to enforce any remedy which the Administrative Agent, the Issuing Bank and the Banks, or any of them, may have against the Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Administrative Agent, the Issuing Bank or any of the Banks in respect of the Obligations, even upon payment in full of the Obligations, except to the extent such waiver would be expressly prohibited by Applicable Law. If a claim is ever made upon the Administrative Agent, the Issuing Bank or any of the Banks for the repayment or recovery of any amount or amounts received by such Person in payment of any of the Obligations and such Person repays all or part of such amount defense arising by reason of (a) the incapacity, lack of authority or any judgmentdisability or other defense of the Company, decree including, without limitation, any defense based on or order arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto, (b) the cessation of the liability of the Company from any cause other than indefeasible payment in full of the Guaranteed Obligations or (c) any act or omission of any court or administrative body having jurisdiction over such Person Holder or any other Person which directly or indirectly, by operation of its propertylaw or otherwise, results in or aids the discharge or release of the Company or any security given to or held by any Holder in connection with the Guaranteed Obligations or any other guarantee; (iii) 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; (a) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guarantee and any legal or equitable discharge of such Guarantor's or any other Guarantor's obligations hereunder; provided, however, this provision is not intended to permit the Holders to be paid twice for the same obligation, (b) any settlement rights to set-offs and counterclaims, and (c) promptness, diligence and any requirement that any Holder protect, maintain, secure, perfect or compromise insure any Lien or any property subject thereto; (v) notices (a) of nonperformance or dishonor, (b) of acceptance of this Guarantee by such Guarantor or any other Guarantor, (c) of default in respect of the Guaranteed Obligations or any other guarantee, (d) of the existence, creation or incurrence of new or additional indebtedness, arising either from additional financing extended to the Company or otherwise, (e) that the principal amount, or any portion thereof, and/or any interest or Yield Maintenance Amount on any document or instrument evidencing all or any part of the Guaranteed Obligations is due, (f) of any and all proceedings to collect from the Company, any Guarantor or any other guarantor of all or any part of the Guaranteed Obligations, or from anyone else, (g) of surrender or other handling of any security or collateral given to any Holder to secure payment of the Guaranteed Obligations or any guarantee therefor, (h) of renewal, extension or modification of any of the Guaranteed Obligations, (i) of assignment, sale or other transfer of any Note to a Transferee, or (j) of any of the matters referred to in paragraph 2B and any right to consent to any thereof; (vi) presentment, demand for payment or performance and protest and notice of protest with respect to the Guaranteed Obligations or any guarantee with respect thereto; and (vii) 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 Guarantee. Each Guarantor agrees that no Holder shall be under any obligation to xxxxxxxx any assets in favor of any Guarantor or against or in payment of any or all of the Guaranteed Obligations. No Guarantor will exercise any rights which it may have acquired by way of subrogation under this Guarantee, by any payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement or indemnity or any rights or recourse to any security for the Guaranteed Obligations or this Guarantee unless at the time of a Guarantor's exercise of any such claim effected by such Person with any such claimant, including the Borrower, then right there shall have been performed and indefeasibly paid in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any full all of the Obligations, Guaranteed Obligations and no Holder shall have any commitment under the Guarantor shall be and remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such PersonNote Agreement.