Guarantor waives. (a) all presentments, demands for performance, notices of nonperformance, protests, and all other notices, including notices of all of the following: protest, dishonor. Acceptance of this guaranty, any default, partial payment or nonpayment of all or any part of the Indebtedness and the existence, creation or incurring of new or additional Indebtedness; (b) any right to require Lessor to proceed against Lessee or any other person, to proceed against or exhaust any security held from Lessee or any other person for the Indebtedness, to proceed against or exhaust any security held from Guarantor or any other person for this guaranty or to pursue any other remedy in Lessor's power whatsoever; (c) the benefits of any laws which provide that the obligation of guarantor must neither be larger in amount not in other respects more burdensome than that if the principal or which reduce a guarantor's obligation in proportion to the principal obligation; (d) any defense arising by reason of the invalidity, illegality or lack or enforceability of the Indebtedness or any part thereof, or by reason of any incapacity, lack of authority, death, disability or other defense of Lessee or any other person, or by reason of the failure of Lessor to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of Lessee or any other person, by or by reason of the cessation from any cause whatsoever of the liability of Lessee or any other person with respect to all or any part of the Indebtedness, or by reason of any act or omission of Lessor or others which directly or indirectly results in the discharge or release of Lessee or any other person or any Indebtedness or any security therefore, whether by operation or law or otherwise; (e) any defense arising because of Lessor's election, in any proceeding instituted under the federal Bankruptcy Code, of the application of Section 1111 (b)(2) of the federal Bankruptcy Code; (f) any defense based on any borrowing or grant of a security interest under Section 364 of the federal Bankruptcy Code; (g) any defense arising by reason or Lessor's failure to obtain, perfect, continue, maintain or keep in force any security interest in, lien or encumbrance upon, any property, whether as owner thereof or the holder of a security interest or lien or encumbrance thereon, being invalidated, avoided, declared void, fraudulent or preferential or otherwise set aside, or by reason of any impairment by Lessor of any right to recourse or collateral; (h) any right to require Lessor to marshall any assets in favor or Gxxxxxxxx; (i) any defense based upon any failure of Lessor to give Lessee or Guarantor notice of any sale or other disposition of any property securing any or all of the indebtedness or any guarantee t hereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of Lessor to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by Lessor to dispose of any such property in a commercially reasonable manner; (j) any defense based upon or arising out of any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against Lessee or any other person, including any discharge of, or bar against collecting, any of the Indebtedness (including any interest thereon), in or as a result of any such processing; and (k) any defense based on any dissolution or termination of, or increase, decrease or change in membership of any guarantor or Lessee which is a partnership.
Appears in 3 contracts
Samples: Master Lease Agreement (Gateway International Holdings Inc), Master Lease Agreement (Gateway International Holdings Inc), Master Lease Agreement (Gateway International Holdings Inc)
Guarantor waives. (ai) all presentmentspresentment, demands for performancedemand, notices protest, notice of acceptance, notice of dishonor, notice of nonperformance, protestsand any other notice with respect to any of the Obligations and this Guaranty, and all other noticespromptness in commencing suit against any party, including notices of all of the following: protest, dishonor. Acceptance of this guaranty, or in giving any default, partial payment notice to or nonpayment of all making any claim or any part of the Indebtedness and the existence, creation or incurring of new or additional Indebtedness; demand on Guarantor;
(bii) any right to require Lessor Lender to proceed against Lessee or any other personBorrowers, to proceed against or exhaust any security held from Lessee Borrowers, or pursue any remedy in Lender's power;
(iii) any defense based on any legal disability or other defense of Borrowers, any other guarantor, or other person or by reason of the cessation or limitation of the liability of Borrowers from any cause other than full payment of all sums payable under the Note and the performance of the other Obligations;
(iv) any defense based on any lack of authority of the officers, directors, partners, or agents purporting to act on behalf of Borrowers or any principal of Borrowers or any defect in the formation of Borrowers or any principal of Borrowers;
(v) to the fullest extent permitted by law, all rights and benefits under Civil Code § 2809 purporting to reduce a guarantor's obligations in proportion to the principal obligation;
(vi) any defense based on the application by Borrowers of the proceeds of the Loan for purposes other than the purposes represented by Borrowers to Lender or intended or understood by Lender or Guarantor;
(vii) any defense it may acquire by reason of Lender's election of any remedy against it or Borrowers or both, including, without limitation, election by Lender to exercise its rights under the power of sale in the Deed of Trust and the consequent loss by Guarantor of the right to recover any deficiency from Borrowers;
(viii) any defense based on Lender's failure to disclose to Guarantor any information concerning Borrowers’ financial condition or any other person for circumstances bearing on Borrowers’ ability to pay all sums payable under the Indebtedness, to proceed against or exhaust any security held from Guarantor Note or any of the other person for this guaranty Obligations;
(ix) any defense based on any statute or to pursue any other remedy in Lessor's power whatsoever; (c) the benefits rule of any laws which provide law that provides that the obligation of guarantor a surety must be neither be larger in amount not nor in any other respects more burdensome than that if the principal or which reduce of a guarantor's obligation in proportion to the principal obligation; principal;
(dx) any defense arising by reason of the invalidity, illegality or lack or enforceability of the Indebtedness or any part thereof, or by reason of any incapacity, lack of authority, death, disability or other defense of Lessee or any other person, or by reason of the failure of Lessor to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of Lessee or any other person, by or by reason of the cessation from any cause whatsoever of the liability of Lessee or any other person with respect to all or any part of the Indebtedness, or by reason of any act or omission of Lessor or others which directly or indirectly results in the discharge or release of Lessee or any other person or any Indebtedness or any security therefore, whether by operation or law or otherwise; (e) any defense arising because of Lessorbased on Lender's election, in any proceeding instituted under the federal Federal Bankruptcy Code, of the application of Section 1111 (b)(21111(b)(2) of the federal Federal Bankruptcy Code; Code or any successor statute;
(fxi) any defense based on any borrowing or any grant of a security interest under Section § 364 of the federal Federal Bankruptcy Code; ;
(gxii) any defense arising by reason or Lessor's failure to obtainright of subrogation, perfect, continue, maintain or keep in force any security interest in, lien or encumbrance upon, any property, whether as owner thereof or the holder of a security interest or lien or encumbrance thereon, being invalidated, avoided, declared void, fraudulent or preferential or otherwise set asidecontribution, or by reason of any impairment by Lessor of reimbursement against Borrowers, any right to recourse enforce any remedy that Lender has or collateral; (h) may in the future have against Borrowers, any other right that Lender may now or later acquire against Borrowers that arises from the existence or performance of Guarantor's obligations under this Guaranty or would arise with respect to the Obligations, and any benefit of, and any right to require Lessor to marshall participate in, any assets security for the Obligations now or in favor or Gxxxxxxxx; the future held by Lender;
(ixiii) any defense based upon any failure of Lessor to give Lessee or Guarantor notice the benefit of any sale statute of limitations affecting the liability of Guarantor or other disposition the enforcement of the Guaranty, including, without limitation, any rights arising under Code of Civil Procedure § 359.5; and
(xiv) to the fullest extent permitted by law, all rights and benefits under Code of Civil Procedure §580a, purporting to limit the amount of any deficiency judgment that might be recoverable following the occurrence of a trustee's sale under a deed of trust; Code of Civil Procedure §580b, stating that no deficiency may be recovered on a real property securing purchase money obligation; and Code of Civil Procedure §580d, stating that no deficiency may be recovered on a note secured by a deed of trust on real property in case the real property is sold under the power of sale contained in the deed of trust, if those statutory sections have any application. Guarantor agrees that the payment of all sums payable under the Note or all any of the indebtedness or any guarantee t hereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of Lessor to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by Lessor to dispose of any such property in a commercially reasonable manner; (j) any defense based upon or arising out of any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against Lessee Obligations or any other personact that tolls any statute of limitations applicable to the Note or the other Obligations will similarly operate to toll the statute of limitations applicable to Guarantor's liability. Without limiting the generality of the foregoing or any other provision of this Guaranty, including any discharge ofGuarantor expressly waives all benefits that might otherwise be available to Guarantor under Civil Code §§2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899, and 3433, Code of Civil Procedure §§580a, 580b, 580d, and 726, or bar against collecting, any of the Indebtedness (including any interest thereon), in or as a result of any such processing; and (k) any defense based on any dissolution or termination of, or increase, decrease or change in membership of any guarantor or Lessee which is a partnershipsimilar sections.
Appears in 2 contracts
Samples: Personal Guaranty, Personal Guaranty
Guarantor waives. (ai) all presentmentspresentment, demands for performancedemand, notices protest, notice of acceptance, notice of dishonor, notice of nonperformance, protestsand any other notice with respect to any of the Obligations and this Guaranty, and all other noticespromptness in commencing suit against any party, including notices of all of the following: protest, dishonor. Acceptance of this guaranty, or in giving any default, partial payment notice to or nonpayment of all making any claim or any part of the Indebtedness and the existence, creation or incurring of new or additional Indebtedness; demand on Guarantor;
(bii) any right to require Lessor Lender to proceed against Lessee Borrower or any other personguarantor, to proceed against or exhaust any security held from Lessee Borrower or any other guarantor, or pursue any remedy in Lender’s power;
(iii) any defense based on any legal disability or other defense of Borrower, any other guarantor, or other person or by reason of the cessation or limitation of the liability of Borrower from any cause other than full payment of all sums payable under the Note and the performance of the other Obligations;
(iv) any defense based on any lack of authority of the officers, directors, partners, or agents purporting to act on behalf of Borrower or any principal of Borrower or any defect in the formation of Borrower or any principal of Borrower;
(v) to the fullest extent permitted by law, all rights and benefits under Civil Code § 2809 purporting to reduce a guarantor’s obligations in proportion to the principal obligation;
(vi) any defense based on the application by Borrower of the proceeds of the Loan for purposes other than the Indebtednesspurposes represented by Borrower to Lender or intended or understood by Lender or Guarantor, or based on Lender’s acts or omissions in administration of the Loan;
(vii) any defense it may acquire by reason of Lender’s election of any remedy against it or Borrower or both, including, without limitation, election by Lender to proceed against or exhaust exercise its rights under the power of sale in the Deed of Trust and the consequent loss by Guarantor of the right to recover any security held deficiency from Borrower;
(viii) any defense based on Lender’s failure to disclose to Guarantor any information concerning Borrower’s financial condition or any other person circumstances bearing on Borrower’s ability to pay all sums payable under the Note or any of the other Obligations or on Lender’s failure to disclose any information with respect to the Obligations, the collateral for this guaranty the Loan or to pursue other Security for any or all Obligations, the existence or nonexistence of any other remedy in Lessor's power guarantees of all or any part of the Obligations, any action or inaction on the part of the Lender or any other Loan Party, or any other matter, fact, or occurrence whatsoever; ;
(cix) the benefits any defense based on any statute or rule of any laws which provide law that provides that the obligation of guarantor a surety must be neither be larger in amount not nor in any other respects more burdensome than that if the principal or which reduce of a guarantor's obligation in proportion to the principal obligation; principal;
(dx) any defense arising by reason of the invalidity, illegality or lack or enforceability of the Indebtedness or any part thereof, or by reason of any incapacity, lack of authority, death, disability or other defense of Lessee or any other person, or by reason of the failure of Lessor to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of Lessee or any other person, by or by reason of the cessation from any cause whatsoever of the liability of Lessee or any other person with respect to all or any part of the Indebtedness, or by reason of any act or omission of Lessor or others which directly or indirectly results in the discharge or release of Lessee or any other person or any Indebtedness or any security therefore, whether by operation or law or otherwise; (e) any defense arising because of Lessor's based on Lender’s election, in any proceeding instituted under the federal Federal Bankruptcy Code, of the application of Section 1111 (b)(21111(b)(2) of the federal Federal Bankruptcy Code; Code or any successor statute;
(fxi) any defense based on any borrowing or any grant of a security interest under Section § 364 of the federal Federal Bankruptcy Code; ;
(gxii) any defense arising by reason or Lessor's failure to obtainright of subrogation, perfect, continue, maintain or keep in force any security interest in, lien or encumbrance upon, any property, whether as owner thereof or the holder of a security interest or lien or encumbrance thereon, being invalidated, avoided, declared void, fraudulent or preferential or otherwise set asidecontribution, or by reason of any impairment by Lessor of reimbursement against Borrower, any right to recourse enforce any remedy that Lender has or collateral; (h) may in the future have against Borrower, any other right that Lender may now or later acquire against Borrower that arises from the existence or performance of Guarantor’s obligations under this Guaranty or would arise with respect to the Obligations, and any benefit of, and any right to require Lessor to marshall participate in, any assets security for the Obligations now or in favor the future held by Lender;
(xiii) the benefit of any statute of limitations affecting the liability of Guarantor or Gxxxxxxxx; the enforcement of the Guaranty, including, without limitation, any rights arising under Code of Civil Procedure § 359.5;
(ixiv) any defense based upon any failure of Lessor rights to give Lessee setoffs or Guarantor notice of any sale counterclaims on Borrower’s or other disposition of any property securing any or all of the indebtedness or any guarantee t hereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of Lessor to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by Lessor to dispose of any such property in a commercially reasonable manner; (j) any defense based upon or arising out of any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against Lessee or any other person, including any discharge of, or bar against collecting, any of the Indebtedness (including any interest thereon), in or as a result of any such processingGuarantor’s part; and (kxv) any defense based on any dissolution or termination ofto the fullest extent permitted by law, or increaseall rights and benefits under Code of Civil Procedure § 580a, decrease or change in membership purporting to limit the amount of any guarantor or Lessee which deficiency judgment that might be recoverable following the occurrence of a trustee’s sale under a deed of trust; Code of Civil Procedure § 580b, stating that no deficiency may be recovered on a real property purchase money obligation; and Code of Civil Procedure § 580d, stating that no deficiency may be recovered on a note secured by a deed of trust on real property in case the real property is a partnershipsold under the power of sale contained in the deed of trust, if those statutory sections have any application.
Appears in 1 contract
Guarantor waives. (a) all presentments, demands for performance, notices of nonperformance, protests, and all other notices, including notices of all of the following: protest, dishonor. Acceptance of this guaranty, any default, partial payment or nonpayment of all or any part of the Indebtedness and the existence, creation or incurring of new or additional Indebtedness; (b) any right to require Lessor to proceed against Lessee or any other person, to proceed against or exhaust any security held from Lessee or any other person for the Indebtedness, to proceed against or exhaust any security held from Guarantor or any other person for this guaranty or to pursue any other remedy in Lessor's power whatsoever; (c) the benefits of any laws which provide that the obligation of guarantor must neither be larger in amount not in other respects more burdensome than that if the principal or which reduce a guarantor's obligation in proportion to the principal obligation; (d) any defense arising by reason of the invalidity, illegality or lack or enforceability of the Indebtedness or based upon any part thereof, or by reason of any incapacity, lack of authority, death, legal disability or other defense of Lessee Borrower or any other personPerson, or by reason of the failure of Lessor to file cessation or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of Lessee or any other person, by or by reason of the cessation from any cause whatsoever limitation of the liability of Lessee Borrower or any other person Person from any cause other than full payment of all of the Guaranteed Obligations; (b) any defense based upon any lack of capacity of Borrower or any lack of authority of the officers, directors, partners, members, managers, trustees, attorneys in fact or agents acting or purporting to act on behalf of Borrower or any principal of Borrower or any defect in the formation of Borrower or any principal of Borrower (and Lender shall have no obligation to inquire into any of the foregoing); (c) any defense based upon the application by Borrower of the proceeds of the Loan for purposes other than the purposes represented by Borrower to Lender or Guarantor or intended or understood by Lender or Guarantor; (d) all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to all or any part security for a Guaranteed Obligation, has destroyed Guarantor’s rights of the Indebtedness, or by reason of any act or omission of Lessor or others which directly or indirectly results in the discharge or release of Lessee subrogation and reimbursement against Borrower or any other person or any Indebtedness or any security therefore, whether by operation or law or otherwisePerson; (e) any defense arising because of Lessor's election, in based upon Lender’s failure to disclose to Guarantor any proceeding instituted under information concerning Borrower’s financial condition or any other circumstances bearing on Borrower’s ability to pay the federal Bankruptcy Code, of the application of Section 1111 (b)(2) of the federal Bankruptcy CodeGuaranteed Obligations; (f) any defense based on upon any borrowing statute or grant rule of law providing that the obligation of a security interest under Section 364 surety must be neither larger in amount nor in any other respect more burdensome than that of the federal Bankruptcy Codea principal; (g) any defense arising by reason and all claims for subrogation, reimbursement, indemnification or Lessor's failure to obtain, perfect, continue, maintain or keep in force any security interest in, lien or encumbrance uponcontribution against Borrower, any property, whether as owner thereof general partner of Borrower or any other Person or any collateral or security for the holder of a security interest or lien or encumbrance thereon, being invalidated, avoided, declared void, fraudulent or preferential or otherwise set aside, or by reason of any impairment by Lessor of any right to recourse or collateralGuaranteed Obligations until the Guaranteed Obligations have been indefeasibly paid and satisfied in full; (h) any right to require Lessor to marshall any assets in favor or Gxxxxxxxxacceptance of this Guaranty by Lender; (i) any defense based upon Lender’s election, in any failure of Lessor to give Lessee or Guarantor notice of any sale or other disposition of any property securing any or all proceeding instituted under Title 11 of the indebtedness or United States Code, as amended from time to time and any guarantee t hereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of Lessor to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by Lessor to dispose of any such property in a commercially reasonable mannersuccessor statute and all rules promulgating thereafter (the “Bankruptcy Code”); (j) any defense based upon or arising out presentment, demand, protest and notice of any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against Lessee or any other person, including any discharge of, or bar against collecting, any of the Indebtedness (including any interest thereon), in or as a result of any such processingkind; and (k) the benefit of any defense based on any dissolution statute of limitation affecting the liability of Guarantor under, or termination the enforcement of, this Guaranty. Guarantor agrees any act or increase, decrease or change in membership event that tolls any statute of limitation applicable to the Guaranteed Obligations will similarly operate to toll any guarantor or Lessee which is a partnershipstatute of limitation applicable to Guarantor’s liability under this Guaranty.
Appears in 1 contract
Samples: Carveout Payment Guaranty (Owens Realty Mortgage, Inc.)
Guarantor waives. (ai) all presentmentspresentment, demands for performancedemand, notices protest, notice of acceptance, notice of dishonor, notice of nonperformance, protestsand any other notice with respect to any of the Guaranteed Debt and this Guaranty, and all promptness in commencing suit against any party, or in giving any notice to or making any claim or demand on any other notices, including notices of all of the following: protest, dishonor. Acceptance of this guaranty, any default, partial payment or nonpayment of all or any part of the Indebtedness and the existence, creation or incurring of new or additional Indebtedness; guarantor;
(bii) any right to require Lessor Noteholder to proceed against Lessee or any other personMaker, to proceed against or exhaust any security held from Lessee Maker or pursue any remedy in Noteholder’s power;
(iii) any defense based on any legal disability or other defense of Maker, any other guarantor, or other person or by reason of the cessation or limitation of the liability of Maker from any cause other than full payment of all sums payable under the Note and the performance of the other Guaranteed Debt;
(iv) any defense based on any lack of authority of the officers, directors, partners, or agents purporting to act on behalf of Maker or any principal of Maker or any defect in the formation of Maker or any principal of Maker;
(v) to the fullest extent permitted by law, all rights and benefits granted to a guarantor purporting to reduce a guarantor’s obligations in proportion to the principal obligation;
(vi) any defense based on the application by Maker of the proceeds of the Loan for purposes other than the purposes represented by Maker to Noteholder or intended or understood by Noteholder or Guarantor;
(vii) any defense Guarantor may acquire by reason of Noteholder’s election of any remedy against Guarantor or Maker or both, even though that election of remedies has destroyed any rights of subrogation and/or reimbursement Guarantor may have against Maker by law or otherwise;
(viii) any defense based on Noteholder’s failure to disclose to Guarantor any information concerning Maker’s financial condition or any other person for circumstances bearing on Maker’s ability to pay all sums payable under the Indebtedness, to proceed against or exhaust any security held from Guarantor Note or any of the other person for this guaranty Guaranteed Debt;
(ix) any defense based on any statute or to pursue any other remedy in Lessor's power whatsoever; (c) the benefits rule of any laws which provide law that provides that the obligation of guarantor a surety must be neither be larger in amount not nor in any other respects more burdensome than that if the principal or which reduce of a guarantor's obligation in proportion to the principal obligation; principal;
(dx) any defense arising by reason of the invalidity, illegality or lack or enforceability of the Indebtedness or any part thereof, or by reason of any incapacity, lack of authority, death, disability or other defense of Lessee or any other person, or by reason of the failure of Lessor to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of Lessee or any other person, by or by reason of the cessation from any cause whatsoever of the liability of Lessee or any other person with respect to all or any part of the Indebtedness, or by reason of any act or omission of Lessor or others which directly or indirectly results in the discharge or release of Lessee or any other person or any Indebtedness or any security therefore, whether by operation or law or otherwise; (e) any defense arising because of Lessor's based on Noteholder’s election, in any proceeding instituted under the federal Federal Bankruptcy Code, of the application of Section 1111 (b)(21111(b)(2) of the federal Federal Bankruptcy Code; Code or any successor statute;
(fxi) any defense based on any borrowing or any grant of a security interest under Section 364 of the federal Federal Bankruptcy Code; and
(gxii) any defense arising by reason or Lessor's failure to obtain, perfect, continue, maintain or keep until the Guaranteed Debt has been satisfied in force any security interest in, lien or encumbrance uponfull, any propertyright of subrogation, whether as owner thereof contribution or the holder of a security interest or lien or encumbrance thereonreimbursement against Maker, being invalidated, avoided, declared void, fraudulent or preferential or otherwise set aside, or by reason of any impairment by Lessor of any right to recourse enforce any remedy that Noteholder has or collateral; (h) may in the future have against Maker, any other right that Noteholder may now or later acquire against Maker that arises from the existence or performance of Guarantor’s obligations under this Guaranty or would arise with respect to the Guaranteed Debt, and any benefit of, and any right to require Lessor to marshall any assets in favor or Gxxxxxxxx; (i) any defense based upon any failure of Lessor to give Lessee or Guarantor notice of any sale or other disposition of any property securing any or all of the indebtedness or any guarantee t hereofparticipate in, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of Lessor to comply with any provision of applicable law in enforcing any security interest for the Guaranteed Debt now or in or lien upon any such property, including any failure the future held by Lessor to dispose of any such property in a commercially reasonable manner; (j) any defense based upon or arising out of any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against Lessee or any other person, including any discharge of, or bar against collecting, any of the Indebtedness (including any interest thereon), in or as a result of any such processing; and (k) any defense based on any dissolution or termination of, or increase, decrease or change in membership of any guarantor or Lessee which is a partnershipNoteholder.
Appears in 1 contract
