Common use of Administrative Agent’s Rights Clause in Contracts

Administrative Agent’s Rights. Guarantor waives any defense hereunder based on any claim that Administrative Agent or any Lender has done any of the following, and agrees that any of the following may occur from time to time and, without notice to Guarantor and without adversely affecting the validity or enforceability of this Guaranty: (i) release, surrender, exchange, compromise or settle the obligations guaranteed hereunder or any portion thereof; (ii) change, renew, or waive the terms of the obligations guaranteed hereunder or any portion thereof; (iii) change, renew, or waive the terms, including the rate of interest charged to the Borrower, of any note, instrument, or agreement relating to the obligations guaranteed hereunder or any portion thereof; (iv) grant any extension or indulgence with respect to the payment or performance of the obligations guaranteed hereunder or any part thereof; (v) enter into any agreement of forbearance with respect to the obligations guaranteed hereunder, or any part thereof; (vi) sell, release, surrender, exchange or compromise any security held by Administrative Agent for any of the obligations guaranteed hereunder; (vii) release any person or entity that is a guarantor or surety or who has agreed to purchase the obligations guaranteed hereunder or any portion thereof; (viii) release, surrender, exchange or compromise any security or lien held by Administrative Agent for the liabilities of any person or entity that is a guarantor or surety for the obligations guaranteed hereunder or any portion thereof; and (ix) settle, release, adjust or compromise any claim against the Borrower or any other person secondarily or otherwise liable, including but not limited to any other guarantors or sureties of the obligations guaranteed hereunder. Guarantor agrees any of the above may occur from time to time and without giving any notice to Guarantor and that Guarantor will remain liable for full payment and performance of the obligations guaranteed hereunder. Guarantor further waives any defense based on a claim or defense of Borrower, and waives any right to require Administrative Agent or any Lender to proceed against Borrower, proceed against or exhaust any security for the obligations guaranteed hereunder or pursue any other remedy in Administrative Agent’s or any Lender’s power whatsoever.

Administrative Agent’s Rights. Guarantor waives any defense hereunder based on any claim that Administrative Agent or any Lender has done any of the following, and agrees that any of the following may occur from time to time and, without notice to Guarantor and without adversely affecting the validity or enforceability of this Guaranty: (i) release, surrender, exchange, compromise or settle the obligations guaranteed hereunder or any portion thereof; (ii) change, renew, or waive the terms of the obligations guaranteed hereunder or any portion thereof; (iii) change, renew, or waive the terms, including the rate of interest charged to the Borrower, of any note, instrument, or agreement relating to the obligations guaranteed hereunder or any portion thereof; (iv) grant any extension or indulgence with respect to the payment or performance of the obligations guaranteed hereunder or any part thereof; (v) enter into any agreement of forbearance with respect to the obligations guaranteed hereunder, or any part thereof; (vi) sell, release, surrender, exchange or compromise any security held by Administrative Agent for any of the obligations guaranteed hereunder; (vii) release any person or entity that is a guarantor or surety or who has agreed to purchase the obligations guaranteed hereunder or any portion thereof; (viii) release, surrender, exchange or compromise any security or lien held by Administrative Agent for the liabilities of any person or entity that is a guarantor or surety for the obligations guaranteed hereunder or any portion thereof; and (ix) settle, release, adjust or compromise any claim against the Borrower or any other person secondarily or otherwise liable, including but not limited to any other guarantors or sureties of the obligations guaranteed hereunder. Guarantor agrees any of the above may occur from time to time and without giving any notice to Guarantor and that Guarantor will remain liable for full payment and performance of the obligations guaranteed hereunder. Guarantor further waives any defense based on a claim or defense of Borrower, and waives any right to require Administrative Agent or any Lender to proceed against Borrower, proceed against or exhaust any security for the obligations guaranteed hereunder or pursue any other remedy in Administrative Agent’s 's or any Lender’s 's power whatsoever.

Administrative Agent’s Rights. To the extent permitted by applicable law, Guarantor waives any defense hereunder based on any claim that Administrative Agent or any Lender has done any of the following, and agrees that any of the following may occur from time to time and, and without notice to Guarantor and without adversely affecting the validity or enforceability of this Guaranty: (i) release, surrender, exchange, compromise or settle the obligations guaranteed hereunder Guaranteed Obligations or any portion thereof; (ii) change, renew, or waive the terms of the obligations guaranteed hereunder Guaranteed Obligations or any portion thereof; (iii) change, renew, or waive the terms, including the rate of interest charged to the Borrower, of any note, instrument, or agreement relating to the obligations guaranteed hereunder Guaranteed Obligations or any portion thereof; (iv) grant any extension or indulgence with respect to the payment or performance of the obligations guaranteed hereunder Guaranteed Obligations or any part thereof; (v) enter into any agreement of forbearance with respect to the obligations guaranteed hereunderGuaranteed Obligations, or any part thereof; (vi) sell, release, surrender, exchange or compromise any security held by Administrative Agent for any of the obligations guaranteed hereunderGuaranteed Obligations; (vii) release any person or entity that is a guarantor or surety or who has agreed to purchase the obligations guaranteed hereunder Guaranteed Obligations or any portion thereof; (viii) release, surrender, exchange or compromise any security or lien held by Administrative Agent for the liabilities of any person or entity that is a guarantor or SMRH:4843-9410-4009.12 –3– Accenture Tower – Payment Guaranty Agreement surety for the obligations guaranteed hereunder Guaranteed Obligations or any portion thereof; and (ix) settle, release, adjust or compromise any claim against the Borrower or any other person secondarily or otherwise liable, including but not limited to any other guarantors or sureties of the obligations guaranteed hereunderGuaranteed Obligations. Guarantor agrees that any of the above may occur from time to time and without giving any notice to Guarantor and that Guarantor will remain liable for full payment and performance of the obligations guaranteed hereunderGuaranteed Obligations. To the extent permitted by applicable law, Guarantor further waives any defense based on a claim or defense of Borrower, and waives any right to require Administrative Agent or any Lender to proceed against Borrower, proceed against or exhaust any security for the obligations guaranteed hereunder Guaranteed Obligations or pursue any other remedy in Administrative Agent’s or any Lender’s power whatsoever.

Administrative Agent’s Rights. Guarantor The liability of Indemnitor under this Agreement will in no way be limited or impaired by, and Indemnitor hereby waives any defense hereunder based on any claim that Administrative Agent or any Lender has Indemnified Parties have done any of the following, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Loan Agreement, the Notes, the Security Instrument or any other Loan Document to or with Administrative Agent and/or the Lenders by Borrower or any Person who succeeds Borrower or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement will in no way be limited or impaired by, and Indemnitor waives any defense hereunder based on any claim that Indemnified Parties have done any of the following may occur from time to time and, without notice to Guarantor and without adversely affecting the validity or enforceability of this Guarantyfollowing: (ia) releaseany extensions of time for performance required by the Notes, surrenderthe Loan Agreement, exchange, compromise the Security Instrument or settle the obligations guaranteed hereunder or any portion thereof; (ii) change, renew, or waive the terms of the obligations guaranteed hereunder or any portion thereof; (iii) change, renew, or waive the terms, including the rate of interest charged to the Borrower, of any note, instrument, or agreement relating to the obligations guaranteed hereunder or any portion thereof; (iv) grant any extension or indulgence with respect to the payment or performance of the obligations guaranteed hereunder or any part thereof; (v) enter into any agreement of forbearance with respect to the obligations guaranteed hereunder, or any part thereof; (vi) sell, release, surrender, exchange or compromise any security held by Administrative Agent for any of the obligations guaranteed hereunder; other Loan Documents, (viib) release any person sale or entity that is a guarantor transfer of all or surety or who has agreed to purchase part of the obligations guaranteed hereunder Property, (c) any exculpatory provision in the Notes, the Loan Agreement, the Security Instrument, the Guaranties or any portion thereof; of the other Loan Documents, (viiid) releasethe accuracy or inaccuracy of the representations and warranties made by Borrower or Guarantor under the Notes, surrenderthe Loan Agreement, exchange the Security Instrument or compromise any security of the other Loan Documents or lien held by Administrative Agent for herein, (e) the liabilities release of any person or entity that is a guarantor or surety for the obligations guaranteed hereunder or any portion thereof; and (ix) settle, release, adjust or compromise any claim against the Borrower Indemnitor or any other person secondarily Person from performance or otherwise liable, including but not limited to any other guarantors or sureties observance of the obligations guaranteed hereunder. Guarantor agrees any of the above may occur from time to time and without giving agreements, covenants, terms or conditions contained in any notice to Guarantor and that Guarantor will remain liable for full payment and performance of the obligations guaranteed hereunder. Guarantor further waives any defense based on a claim or defense other Loan Documents by operation of Borrowerlaw, and waives any right to require Administrative Agent or any Lender to proceed against Borrower, proceed against or exhaust any security for the obligations guaranteed hereunder or pursue any other remedy in Administrative Agent’s or any Lender’s power whatsoevervoluntary act, or otherwise, (f) the release or substitution in whole or in part of any security for the Loan, (g) Administrative Agent’s failure to record the Security Instrument or to file any Uniform Commercial Code financing statements (or Administrative Agent’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan; and, in any such case, whether with or without notice to any Indemnitor and with or without consideration, (h) any neglect, delay or forbearance by Administrative Agent or the Lenders in demanding, requiring or enforcing payment or performance of the obligations and liabilities of Indemnitor under this Agreement, or (i) any receivership, bankruptcy, insolvency or dissolution of any Indemnitor or any affiliate thereof.