Common use of Guarantor Waivers Clause in Contracts

Guarantor Waivers. Guarantor waives any right to require Xxxxx to: (a) proceed against or exhaust any security, if any, held by Xxxxx or any other person; (b) give notice of the terms, time and place of any public or private sale of personal property security held from Big West or any other person, or otherwise comply with the provisions of Section 9611 of the California Uniform Commercial Code; (c) pursue any other remedy in Xxxxx’x power; or (d) make any presentments or demands for performance, or give any notices of nonperformance, protests, notices of protest or notices of dishonor. Guarantor waives any defense based upon: (a) any disability of Big West or any other person; (b) the cessation or limitation from any cause whatsoever, other than payment in full, of the Indebtedness of Big West or any other person; (c) any lack of authority of any officer, director, partner, agent or any other person acting or purporting to act on behalf of Big West which is a corporation, partnership, limited liability company or other type of entity, or any defect in the formation of such Big West; (d) any act or omission by Xxxxx which directly or indirectly results in or aids the discharge of Big West or any Indebtedness by operation of law or otherwise; or (e) any modification of the terms of the Indebtedness. Without limiting the generality of the foregoing, Guarantor expressly waives any and all benefits and defenses under Civil Code Section 2822, which provides that in instances where Xxxxx accepts a partial payment of the indebtedness from Big West, Big West may designate the portion of the indebtedness that is to be satisfied by such partial payment. Unless relinquished by agreement, guarantor normally has the right to proceed against borrower for the reimbursement of funds that guarantor pays to the beneficiary of the guarantee for the benefit of the borrower (called “subrogation”). Guarantor has certain protection, under the California Code of Civil Procedure, against personal liability for the repayment of the Indebtedness after Xxxxx forecloses on any real property that may be security for the Contract. Xxxxx may foreclose either by (i) court proceeding (a “judicial foreclosure”) or (ii) the power of sale provision in the deed of trust (a “non-judicial foreclosure”). Should Xxxxx choose to foreclose on any real property through a non-judicial sale and should the proceeds of such foreclosure sale(s) not satisfy the Indebtedness in full, Code of Civil Procedure Section 580d and court rulings do not allow Xxxxx to recover the difference between the Indebtedness and the proceeds of such foreclosure sale(s) from Guarantor. In other words, Xxxxx, by foreclosing by non-judicial sale, would not be able to obtain a judgment against Guarantor personally to pay the difference between the Indebtedness and the proceeds of such foreclosure sale(s). GUARANTOR WAIVES ALL RIGHTS AND DEFENSE ARISING OUT OF AN ELECTION OF REMEDIES BY THE CREDITOR, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NON-JUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A GUARANTEED OBLIGATION, HAS DESTROYED THE GUARANTOR’S RIGHT OF SUBROGATION AND REIMBURSEMENT AGAINST THE PRINCIPAL BY THE OPERATION OF SECTION 580d OF THE CODE OF CIVIL PROCEDURE OR OTHERWISE.

Guarantor Waivers. Guarantor To the extent that Debtor is deemed to be a guarantor of the Obligations pursuant to this Agreement, Debtor hereby waives and releases the following rights and remedies available to it: (i) all rights and defenses arising from Bank’s election of remedies, even though that election has destroyed Debtor’s rights of subrogation and reimbursement against Borrower by the operation of law; (ii) any right to require Xxxxx to: Bank to (aA) proceed against Borrower; (B) proceed against or exhaust any security, if any, held by Xxxxx or any other person; (b) give notice of the terms, time and place of any public or private sale of personal property security held from Big West any person or any other person, marshalling of assets or otherwise comply with the provisions of Section 9611 of the California Uniform Commercial Codeliens; (cC) proceed against any guarantor; or (D) pursue any other remedy in Xxxxx’x poweravailable to Bank; (iii) any defense arising by reason of any disability or other defense of Borrower or by reason of the cessation of the liability of Borrower from any cause whatsoever; (div) make any presentments or all presentments, demands for performance, or give any notices of nonperformance, protests, notices of protest or protest, notices of dishonor. Guarantor waives , notices of default or demand, notices of acceptance of and reliance on this Agreement and of the existence, creation, or incurring of new or additional indebtedness, notices of renewal, extension or modification of the indebtedness; (v) the right to notice of any defense based upon: and all favorable and unfavorable information, whether financial or other, about Borrower, heretofore, now, or hereafter learned or acquired by Bank and all other notices to which Debtor might otherwise be entitled; (avi) any disability and all suretyship defenses now or hereafter available to it under the California Civil Code or the Commercial Code including, without limitation, (A) California Civil Code Sections 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2838, 2839, 2845, 2846, 2847, 2848, 2849, 2850, 2899 and 3433; (B) Chapter 2 of Big West Title 14 of the California Civil Code; or (C) California Commercial Code Section 3605; (vii) the benefit of any statute of limitations affecting its liability hereunder or the enforcement hereof; (vii) the right of subrogation, indemnity or contribution, all right to enforce any remedy Bank may have against Borrower or any other person; (b) , and any right to participate in security now or hereafter held by Bank including, without limitation, any such right set forth in California Civil Code Sections 1845, 2848 or 2849. Any and all present and future debts and obligations of Borrower to Debtor are hereby postponed in favor of and subordinated to the cessation or limitation from any cause whatsoever, other than full payment in full, and performance of all indebtedness of Borrower to Bank. Debtor acknowledges that the waivers provided herein are made with Debtor’s full knowledge of the Indebtedness of Big West or any other person; (c) any lack of authority of any officer, director, partner, agent or any other person acting or purporting to act on behalf of Big West which is a corporation, partnership, limited liability company or other type of entity, or any defect in the formation significance and consequence of such Big West; (d) any act or omission by Xxxxx which directly or indirectly results in or aids the discharge of Big West or any Indebtedness by operation of law or otherwise; or (e) any modification of the terms of the Indebtedness. Without limiting the generality of the foregoing, Guarantor expressly waives any waivers and all benefits and defenses under Civil Code Section 2822, which provides that in instances where Xxxxx accepts a partial payment of the indebtedness from Big West, Big West may designate the portion of the indebtedness that Bank is to be satisfied by relying on such partial payment. Unless relinquished by agreement, guarantor normally has the right to proceed against borrower for the reimbursement of funds that guarantor pays to the beneficiary of the guarantee for the benefit of the borrower (called “subrogation”). Guarantor has certain protection, under the California Code of Civil Procedure, against personal liability for the repayment of the Indebtedness after Xxxxx forecloses on any real property that may be security for the Contract. Xxxxx may foreclose either by (i) court proceeding (a “judicial foreclosure”) or (ii) the power of sale provision in the deed of trust (a “non-judicial foreclosure”). Should Xxxxx choose to foreclose on any real property through a non-judicial sale and should the proceeds of such foreclosure sale(s) not satisfy the Indebtedness in full, Code of Civil Procedure Section 580d and court rulings do not allow Xxxxx to recover the difference between the Indebtedness and the proceeds of such foreclosure sale(s) from Guarantor. In other words, Xxxxx, by foreclosing by non-judicial sale, would not be able to obtain a judgment against Guarantor personally to pay the difference between the Indebtedness and the proceeds of such foreclosure sale(s). GUARANTOR WAIVES ALL RIGHTS AND DEFENSE ARISING OUT OF AN ELECTION OF REMEDIES BY THE CREDITOR, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NON-JUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A GUARANTEED OBLIGATION, HAS DESTROYED THE GUARANTOR’S RIGHT OF SUBROGATION AND REIMBURSEMENT AGAINST THE PRINCIPAL BY THE OPERATION OF SECTION 580d OF THE CODE OF CIVIL PROCEDURE OR OTHERWISEwaivers.

Guarantor Waivers. Guarantor waives hereby waives, to the fullest extent allowed by law, all suretyship rights, defenses and other benefits to which it might otherwise be entitled (including without limitation any right and all rights and defenses that may be available by reason of California Civil Code Sections 2787 to require Xxxxx to2855, inclusive). Without limiting the generality of the foregoing: (a) Landlord shall be entitled to proceed against Guarantor with respect to any unfulfilled Tenant Obligation regardless of whether Landlord has proceeded, is then proceeding, or exhaust any securityintends to proceed, if any, held by Xxxxx against Tenant or any other personperson with respect thereto; (b) give notice of the terms, time and place Landlord shall not be required to furnish Guarantor with copies of any public notices given or private sale required to be given to Tenant under the Lease, including without limitation notices of personal property security held from Big West default; (c) Guarantor’s liability for the Tenant Obligations shall not be affected, released, terminated, discharged or impaired by (i) the existence of any bankruptcy, insolvency, reorganization or similar proceeding with respect to Tenant or any other person, or otherwise comply with the provisions of Section 9611 of the California Uniform Commercial Code; (c) pursue any other remedy in Xxxxx’x power; or (d) make any presentments or demands for performance, or give any notices of nonperformance, protests, notices of protest or notices of dishonor. Guarantor waives any defense based upon: (aii) any disability of Big West exercise, non-exercise or any other person; (b) the cessation delay or limitation from any cause whatsoever, other than payment in full, of the Indebtedness of Big West or any other person; (c) any lack of authority diligence in the exercise of any officer, director, partner, agent remedies by Landlord against Tenant or any other person acting or purporting (except to act on behalf the extent that the same has resulted in the fulfillment of Big West which is a corporationthe applicable Tenant Obligation), partnership, limited liability company (iii) any assignment or other type transfer (voluntary or involuntary) of entityTenant’s interests in the Lease, (iv) the rejection of the Lease in any bankruptcy proceeding with respect to Tenant, or any defect other release or discharge of Tenant in any bankruptcy, insolvency, reorganization or similar proceeding; (v) any amendment of the Lease; (vi) any change in the formation time, manner or place of payment, performance or observance of any of the Tenant Obligations; (vii) any waiver of, or any assertion or enforcement or failure or refusal to assert or enforce, or any consent or indulgence granted by Landlord with respect to a departure from, any term of the Lease, including without limitation the waiver of any default by Tenant, or the making of any other arrangement with, or the accepting of any compensation or settlement from, Tenant; provided that to the extent that Landlord provides Tenant with a written waiver of, or written agreement with respect to a consent or indulgence with respect to a departure from, any term of the Lease, the Tenant Obligations for which Guarantor is liable under the Guaranty shall be deemed modified to reflect the terms of such Big Westwritten waiver or agreement; (dviii) any act other guaranty now or omission hereafter executed by Xxxxx which directly or indirectly results in or aids the discharge of Big West Guarantor or any Indebtedness other guarantor or the release of any other guarantor from liability for the payment, performance or observance of any of the Tenant Obligations, whether by operation of law or otherwise; or (eix) any modification defect in or invalidity of the terms Lease caused by Tenant; and (d) Guarantor hereby expressly waives (i) notice of acceptance of this Guaranty and of any change in the financial condition of Tenant, (ii) presentment, demand and protest, (iii) until such time as all defaulted Tenant Obligations are fulfilled, all right of subrogation with respect to any obligation of Tenant that is fulfilled by Guarantor hereunder, (iv) the right to trial by jury in any action or proceeding arising out of or with respect to this Guaranty or the interpretation, breach or enforcement hereof, (v) the right to interpose any setoff or counterclaim in any action or proceeding arising out of or with respect to this Guaranty, (vi) any right or claim of right to cause a marshaling of the Indebtedness. Without limiting the generality assets of the foregoingTenant or to cause Landlord to apply to any Tenant Obligation any security deposit or to proceed against Tenant or any collateral or security held by Landlord at any time or in any particular order, Guarantor expressly waives and (vii) any and all benefits and defenses under Civil Code Section 2822, which provides that relating to Landlord’s failure to perfect a security interest in instances where Xxxxx accepts a partial payment Tenant’s property and/or impairment of the collateral. Guarantor subordinates any liability or indebtedness from Big West, Big West may designate the portion of the indebtedness that is to be satisfied Tenant held by such partial payment. Unless relinquished by agreement, guarantor normally has the right to proceed against borrower for the reimbursement of funds that guarantor pays Guarantor to the beneficiary of the guarantee for the benefit of the borrower (called “subrogation”). Guarantor has certain protection, under the California Code of Civil Procedure, against personal liability for the repayment of the Indebtedness after Xxxxx forecloses on any real property that may be security for the Contract. Xxxxx may foreclose either by (i) court proceeding (a “judicial foreclosure”) or (ii) the power of sale provision in the deed of trust (a “non-judicial foreclosure”). Should Xxxxx choose to foreclose on any real property through a non-judicial sale and should the proceeds of such foreclosure sale(s) not satisfy the Indebtedness in full, Code of Civil Procedure Section 580d and court rulings do not allow Xxxxx to recover the difference between the Indebtedness and the proceeds of such foreclosure sale(s) from Guarantor. In other words, Xxxxx, by foreclosing by non-judicial sale, would not be able to obtain a judgment against Guarantor personally to pay the difference between the Indebtedness and the proceeds of such foreclosure sale(s). GUARANTOR WAIVES ALL RIGHTS AND DEFENSE ARISING OUT OF AN ELECTION OF REMEDIES BY THE CREDITOR, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NON-JUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A GUARANTEED OBLIGATION, HAS DESTROYED THE GUARANTOR’S RIGHT OF SUBROGATION AND REIMBURSEMENT AGAINST THE PRINCIPAL BY THE OPERATION OF SECTION 580d OF THE CODE OF CIVIL PROCEDURE OR OTHERWISETenant Obligations.

Guarantor Waivers. Guarantor waives hereby waives, to the fullest extent allowed by law, all suretyship rights, defenses and other benefits to which it might otherwise be entitled including without limitation any right and all rights and defenses that may be available by reason of California Civil Code Sections 2787 to require Xxxxx to2855, inclusive, and 2899 and 3433, to the extent the same may be applicable. Without limiting the generality of the foregoing: (a) Sublandlord shall be entitled to proceed against Guarantor with respect to any unfulfilled Subtenant Obligation regardless of whether Sublandlord has proceeded, is then proceeding, or exhaust any securityintends to proceed, if any, held by Xxxxx against Subtenant or any other personperson with respect thereto; (b) give notice of the terms, time and place Sublandlord shall not be required to furnish Guarantor with copies of any public notices given or private sale required to be given to Subtenant under the Sublease, including without limitation notices of personal property security held from Big West default; (c) Guarantor’s liability for the Subtenant Obligations shall not be affected, released, terminated, discharged or impaired by (i) the existence of any bankruptcy, insolvency, reorganization or similar proceeding with respect to Subtenant or any other person, or otherwise comply with the provisions of Section 9611 of the California Uniform Commercial Code; (c) pursue any other remedy in Xxxxx’x power; or (d) make any presentments or demands for performance, or give any notices of nonperformance, protests, notices of protest or notices of dishonor. Guarantor waives any defense based upon: (aii) any disability of Big West exercise, non-exercise or any other person; (b) the cessation delay or limitation from any cause whatsoever, other than payment in full, of the Indebtedness of Big West or any other person; (c) any lack of authority diligence in the exercise of any officer, director, partner, agent remedies by Sublandlord against Subtenant or any other person acting or purporting (except to act on behalf the extent that the same has resulted in the fulfillment of Big West which is a corporationthe applicable Subtenant Obligation), partnership, limited liability company (iii) any assignment or other type transfer (voluntary or involuntary) of entitySubtenant’s interests in the Sublease, (iv) the rejection of the Sublease in any bankruptcy proceeding with respect to Subtenant, or any defect other release or discharge of Subtenant in any bankruptcy, insolvency, reorganization or similar proceeding; (v) any amendment of the Sublease; (vi) any change in the formation time, manner or place of payment, performance or observance of any of the Subtenant Obligations; (vii) any waiver of, or any assertion or enforcement or failure or refusal to assert or enforce, or any consent or indulgence granted by Sublandlord with respect to a departure from, any term of the Sublease, including without limitation the waiver of any default by Subtenant, or the making of any other arrangement with, or the accepting of any compensation or settlement from, Subtenant; provided that to the extent that Sublandlord provides Subtenant with a written waiver of, or written agreement with respect to a consent or indulgence with respect to a departure from, any term of the Sublease, the Subtenant Obligations for which Guarantor is liable under the Guaranty shall be deemed modified to reflect the terms of such Big Westwritten waiver or agreement; (dviii) any act other guaranty now or omission hereafter executed by Xxxxx which directly or indirectly results in or aids the discharge of Big West Guarantor or any Indebtedness other guarantor or the release of any other guarantor from liability for the payment, performance or observance of any of the Subtenant Obligations, whether by operation of law or otherwise; or (eix) any modification defect in or invalidity of the terms of the Indebtedness. Without limiting the generality of the foregoing, Sublease caused by Subtenant; and (d) Guarantor hereby expressly waives (i) notice of acceptance of this Guaranty and of any change in the financial condition of Subtenant, (ii) presentment, demand and protest, (iii) until such time as all benefits and defenses under Civil Code Section 2822defaulted Subtenant Obligations are fulfilled, which provides that in instances where Xxxxx accepts a partial payment all right of the indebtedness from Big West, Big West may designate the portion subrogation with respect to any obligation of the indebtedness Subtenant that is to be satisfied fulfilled by such partial payment. Unless relinquished by agreementGuarantor hereunder, guarantor normally has (iv) the right to trial by jury in any action or proceeding arising out of or with respect to this Guaranty or the interpretation, breach or enforcement hereof, (v) the right to interpose any setoff or counterclaim in any action or proceeding arising out of or with respect to this Guaranty, and (vi) any right or claim of right to cause a marshaling of the assets of Subtenant or to cause Sublandlord to apply to any Subtenant Obligation any security deposit or to proceed against borrower for the reimbursement Subtenant or any collateral or security held by Sublandlord at any time or in any particular order. Guarantor subordinates any liability or indebtedness of funds that guarantor pays Subtenant held by Guarantor to the beneficiary of the guarantee for the benefit of the borrower (called “subrogation”). Guarantor has certain protection, under the California Code of Civil Procedure, against personal liability for the repayment of the Indebtedness after Xxxxx forecloses on any real property that may be security for the Contract. Xxxxx may foreclose either by (i) court proceeding (a “judicial foreclosure”) or (ii) the power of sale provision in the deed of trust (a “non-judicial foreclosure”). Should Xxxxx choose to foreclose on any real property through a non-judicial sale and should the proceeds of such foreclosure sale(s) not satisfy the Indebtedness in full, Code of Civil Procedure Section 580d and court rulings do not allow Xxxxx to recover the difference between the Indebtedness and the proceeds of such foreclosure sale(s) from Guarantor. In other words, Xxxxx, by foreclosing by non-judicial sale, would not be able to obtain a judgment against Guarantor personally to pay the difference between the Indebtedness and the proceeds of such foreclosure sale(s). GUARANTOR WAIVES ALL RIGHTS AND DEFENSE ARISING OUT OF AN ELECTION OF REMEDIES BY THE CREDITOR, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NON-JUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A GUARANTEED OBLIGATION, HAS DESTROYED THE GUARANTOR’S RIGHT OF SUBROGATION AND REIMBURSEMENT AGAINST THE PRINCIPAL BY THE OPERATION OF SECTION 580d OF THE CODE OF CIVIL PROCEDURE OR OTHERWISESubtenant Obligations.

Guarantor Waivers. Guarantor waives hereby waives, to the fullest extent allowed by law, all suretyship rights, defenses and other benefits to which it might otherwise be entitled (including without limitation any right and all rights and defenses that may be available by reason of California Civil Code Sections 2787 to require Xxxxx to2855, inclusive). Without limiting the generality of the foregoing: (a) Landlord shall be entitled to proceed against Guarantor with respect to any unfulfilled Tenant Obligation regardless of whether Landlord has proceeded, is then proceeding, or exhaust any securityintends to proceed, if any, held by Xxxxx against Tenant or any other personperson with respect thereto; (b) give notice of the terms, time and place Landlord shall not be required to furnish Guarantor with copies of any public notices given or private sale required to be given to Tenant under the Lease, including without limitation notices of personal property security held from Big West default; (c) Guarantor’s liability for the Tenant Obligations shall not be affected, released, terminated, discharged or impaired by (i) the existence of any bankruptcy, insolvency, reorganization or similar proceeding with respect to Tenant or any other person, or otherwise comply with the provisions of Section 9611 of the California Uniform Commercial Code; (c) pursue any other remedy in Xxxxx’x power; or (d) make any presentments or demands for performance, or give any notices of nonperformance, protests, notices of protest or notices of dishonor. Guarantor waives any defense based upon: (aii) any disability of Big West exercise, non-exercise or any other person; (b) the cessation delay or limitation from any cause whatsoever, other than payment in full, of the Indebtedness of Big West or any other person; (c) any lack of authority diligence in the exercise of any officer, director, partner, agent remedies by Landlord against Tenant or any other person acting or purporting (except to act on behalf the extent that the same has resulted in the fulfillment of Big West which is a corporationthe applicable Tenant Obligation), partnership, limited liability company (iii) any assignment or other type transfer (voluntary or involuntary) of entityTenant’s interests in the Lease, (iv) the rejection of the Lease in any bankruptcy proceeding with respect to Tenant, or any defect other release or discharge of Tenant in any bankruptcy, insolvency, reorganization or similar proceeding; (v) any amendment of the Lease; (vi) any change in the formation time, manner or place of payment, performance or observance of any of the Tenant Obligations; (vii) any waiver of, or any assertion or enforcement or failure or refusal to assert or enforce, or any consent or indulgence granted by Landlord with respect to a departure from, any term of the Lease, including without limitation the waiver of any default by Tenant, or the making of any other arrangement with, or the accepting of any compensation or settlement from, Tenant; provided that to the extent that Landlord provides Tenant with a written waiver of, or written agreement with respect to a consent or indulgence with respect to a departure from, any term of the Lease, the Tenant Obligations for which Guarantor is liable under the Guaranty shall be deemed modified to reflect the terms of such Big Westwritten waiver or agreement; (dviii) any act other guaranty now or omission hereafter executed by Xxxxx which directly or indirectly results in or aids the discharge of Big West Guarantor or any Indebtedness other guarantor or the release of any other guarantor from liability for the payment, performance or observance of any of the Tenant Obligations, whether by operation of law or otherwise; or (eix) any modification defect in or invalidity of the terms Lease caused by Tenant; and (d) Guarantor hereby expressly waives (i) notice of acceptance of this Guaranty and of any change in the financial condition of Tenant, (ii) presentment, demand and protest, (iii) until such time as all defaulted Tenant Obligations are fulfilled, all right of subrogation with respect to any obligation of Tenant that is fulfilled by Guarantor hereunder, (iv) the right to trial by jury in any action or proceeding arising out of or with respect to this Guaranty or the interpretation, breach or enforcement hereof, (v) the right to interpose any setoff or counterclaim in any action or proceeding arising out of or with respect to this Guaranty (other than full payment or performance of Tenant’s Obligations), (vi) any right or claim of right to cause a marshaling of the Indebtedness. Without limiting the generality assets of the foregoingTenant or to cause Landlord to apply to any Tenant Obligation any security deposit or to proceed against Tenant or any collateral or security held by Landlord at any time or in any particular order, Guarantor expressly waives and (vii) any and all benefits and defenses under Civil Code Section 2822, which provides that relating to Landlord’s failure to perfect a security interest in instances where Xxxxx accepts a partial payment Tenant’s property and/or impairment of the collateral. Guarantor subordinates any liability or indebtedness from Big West, Big West may designate the portion of the indebtedness that is to be satisfied Tenant held by such partial payment. Unless relinquished by agreement, guarantor normally has the right to proceed against borrower for the reimbursement of funds that guarantor pays Guarantor to the beneficiary of the guarantee for the benefit of the borrower (called “subrogation”)Tenant Obligations. Guarantor has certain protectionEXHIBIT F-3 0000 XXXXXXX XXXXXXX XXXX TECHNOLOGIES, under the California Code of Civil Procedure, against personal liability for the repayment of the Indebtedness after Xxxxx forecloses on any real property that may be security for the ContractINC. Xxxxx may foreclose either by (i) court proceeding (a “judicial foreclosure”) or (ii) the power of sale provision in the deed of trust (a “non-judicial foreclosure”). Should Xxxxx choose to foreclose on any real property through a non-judicial sale and should the proceeds of such foreclosure sale(s) not satisfy the Indebtedness in full, Code of Civil Procedure Section 580d and court rulings do not allow Xxxxx to recover the difference between the Indebtedness and the proceeds of such foreclosure sale(s) from Guarantor. In other words, Xxxxx, by foreclosing by non-judicial sale, would not be able to obtain a judgment against Guarantor personally to pay the difference between the Indebtedness and the proceeds of such foreclosure sale(s). GUARANTOR WAIVES ALL RIGHTS AND DEFENSE ARISING OUT OF AN ELECTION OF REMEDIES BY THE CREDITOR, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NON-JUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A GUARANTEED OBLIGATION, HAS DESTROYED THE GUARANTOR’S RIGHT OF SUBROGATION AND REIMBURSEMENT AGAINST THE PRINCIPAL BY THE OPERATION OF SECTION 580d OF THE CODE OF CIVIL PROCEDURE OR OTHERWISE.0LTB-274017

Guarantor Waivers. Guarantor waives hereby waives, to the fullest extent allowed by law, all suretyship rights, defenses and other benefits to which it might otherwise be entitled (including without limitation any right and all rights and defenses that may be available by reason of California Civil Code Sections 2787 to require Xxxxx to2855, inclusive). Without limiting the generality of the foregoing: (a) Landlord shall be entitled to proceed against Guarantor with respect to any unfulfilled Tenant Obligation regardless of whether Landlord has proceeded, is then proceeding, or exhaust any securityintends to proceed, if any, held by Xxxxx against Tenant or any other personperson with respect thereto; (b) give notice of the terms, time and place Landlord shall not be required to furnish Guarantor with copies of any public notices given or private sale required to be given to Tenant under the Lease, including without limitation notices of personal property security held from Big West default; (c) Guarantor’s liability for the Tenant Obligations shall not be affected, released, terminated, discharged or impaired by (i) the existence of any bankruptcy, insolvency, reorganization or similar proceeding with respect to Tenant or any other person, or otherwise comply with the provisions of Section 9611 of the California Uniform Commercial Code; (c) pursue any other remedy in Xxxxx’x power; or (d) make any presentments or demands for performance, or give any notices of nonperformance, protests, notices of protest or notices of dishonor. Guarantor waives any defense based upon: (aii) any disability of Big West exercise, non-exercise or any other person; (b) the cessation delay or limitation from any cause whatsoever, other than payment in full, of the Indebtedness of Big West or any other person; (c) any lack of authority diligence in the exercise of any officer, director, partner, agent remedies by Landlord against Tenant or any other person acting or purporting (except to act on behalf the extent that the same has resulted in the fulfillment of Big West which is a corporationthe applicable Tenant Obligation), partnership, limited liability company (iii) any assignment or other type transfer (voluntary or involuntary) of entityTenant’s interests in the Lease, (iv) the rejection of the Lease in any bankruptcy proceeding with respect to Tenant, or any defect other release or discharge of Tenant in any bankruptcy, insolvency, reorganization or similar proceeding; (v) any amendment of the Lease; (vi) any change in the formation time, manner or place of payment, performance or observance of any of the Tenant Obligations; (vii) any waiver of, or any assertion or enforcement or failure or refusal to assert or enforce, or any consent or indulgence granted by Landlord with respect to a departure from, any term of the Lease, including without limitation the waiver of any default by Tenant, or the making of any other arrangement with, or the accepting of any compensation or settlement from, Tenant; provided that to the extent that Landlord provides Tenant with a written waiver of, or written agreement with respect to a consent or indulgence with respect to a departure from, any term of the Lease, the Tenant Obligations for which Guarantor is liable under the Guaranty shall be deemed modified to reflect the terms of such Big Westwritten waiver or agreement; (dviii) any act other guaranty now or omission hereafter executed by Xxxxx which directly or indirectly results in or aids the discharge of Big West Guarantor or any Indebtedness other guarantor or the release of any other guarantor from liability for the payment, performance or observance of any of the Tenant Obligations, whether by operation of law or otherwise; or (eix) any modification defect in or invalidity of the terms Lease caused by Tenant; and (d) Guarantor hereby expressly waives (i) notice of acceptance of this Guaranty and of any change in the financial condition of Tenant, (ii) presentment, demand and protest, (iii) until such time as all defaulted Tenant Obligations are fulfilled, all right of subrogation with respect to any obligation of Tenant that is fulfilled by Guarantor hereunder, (iv) the right to trial by jury in any action or proceeding arising out of or with respect to this Guaranty or the interpretation, breach or enforcement hereof, (v) the right to interpose any setoff or counterclaim in any action or proceeding arising out of or with respect to this Guaranty (other than full payment or performance of Tenant’s Obligations), (vi) any right or claim of right to cause a marshaling of the Indebtedness. Without limiting the generality assets of the foregoingTenant or to cause Landlord to apply to any Tenant Obligation any security deposit or to proceed against Tenant or any collateral or security held by Landlord at any time or in any particular order, Guarantor expressly waives and (vii) any and all benefits and defenses under Civil Code Section 2822, which provides that relating to Landlord’s failure to perfect a security interest in instances where Xxxxx accepts a partial payment Tenant’s property and/or impairment of the collateral. Guarantor subordinates any liability or indebtedness from Big West, Big West may designate the portion of the indebtedness that is to be satisfied Tenant held by such partial payment. Unless relinquished by agreement, guarantor normally has the right to proceed against borrower for the reimbursement of funds that guarantor pays Guarantor to the beneficiary of the guarantee for the benefit of the borrower (called “subrogation”). Guarantor has certain protection, under the California Code of Civil Procedure, against personal liability for the repayment of the Indebtedness after Xxxxx forecloses on any real property that may be security for the Contract. Xxxxx may foreclose either by (i) court proceeding (a “judicial foreclosure”) or (ii) the power of sale provision in the deed of trust (a “non-judicial foreclosure”). Should Xxxxx choose to foreclose on any real property through a non-judicial sale and should the proceeds of such foreclosure sale(s) not satisfy the Indebtedness in full, Code of Civil Procedure Section 580d and court rulings do not allow Xxxxx to recover the difference between the Indebtedness and the proceeds of such foreclosure sale(s) from Guarantor. In other words, Xxxxx, by foreclosing by non-judicial sale, would not be able to obtain a judgment against Guarantor personally to pay the difference between the Indebtedness and the proceeds of such foreclosure sale(s). GUARANTOR WAIVES ALL RIGHTS AND DEFENSE ARISING OUT OF AN ELECTION OF REMEDIES BY THE CREDITOR, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NON-JUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A GUARANTEED OBLIGATION, HAS DESTROYED THE GUARANTOR’S RIGHT OF SUBROGATION AND REIMBURSEMENT AGAINST THE PRINCIPAL BY THE OPERATION OF SECTION 580d OF THE CODE OF CIVIL PROCEDURE OR OTHERWISETenant Obligations.