Common use of Guarantor waives Clause in Contracts

Guarantor waives. (1) any defense based upon any legal disability or other defense of Borrower, or by reason of the cessation or limitation of the liability of Borrower from any cause (other than full payment of all Obligations), including, but not limited to, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction, and usury; (2) any defense based upon any legal disability or other defense of any other guarantor or other Person; (3) any defense based upon any lack of authority of the officers, directors, partners 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; (4) 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 intended or understood by Lender or Guarantor; (5) any defense based on Guarantor's rights, under statute or otherwise, to require Lender to xxx Borrower or otherwise to exhaust its rights and remedies against Borrower or any other Person or against any collateral before seeking to enforce this Guaranty; (6) any defense based on Lender's failure at any time to require strict performance by Borrower of any provision of the Loan Documents or by Guarantor of this Guaranty. No such failure waives, alters or diminishes any right of Lender thereafter to demand strict compliance and performance therewith. Nothing contained herein prevents Lender from foreclosing on the Lien of any deed of trust, mortgage or other security agreement, or exercising any rights available to Lender thereunder, and the exercise of any such rights does not constitute a legal or equitable discharge of Guarantor; (7) any defense arising from any act or omission of Lender which changes the scope of Guarantor's risks hereunder; (8) any defense based upon Lender's election of any remedy against Guarantor or Borrower or both; or any defense based on the order in which Lender enforces its remedies; (9) any defense based on (A) Lender's surrender, release, exchange, substitution, dealing with or taking any additional collateral, (B) Lender's abstaining from taking advantage of or realizing upon any Lien or other guaranty, and (C) any impairment of collateral securing the Obligations, including, but not limited to, Lender's failure to perfect, or maintain the perfection or priority of, a Lien in such collateral; (10) any defense based upon Lender's failure to disclose to Guarantor any information concerning Borrower's financial condition or any other circumstances bearing on Borrower's ability to pay the Obligations; (11) 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 any other respects more burdensome than that of a principal; (12) any defense based upon Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute; (13) any defense based upon any borrowing or any grant of a Lien under Section 364 of the Bankruptcy Code; (14) any defense based on Lender's failure to be diligent or to act in a commercially reasonable manner, or to satisfy any other standard imposed on a secured party, in exercising rights with respect to collateral securing the Obligations; (15) notice of acceptance hereof; notice of the existence, creation or acquisition of any Obligation; notice of any Event of Default; notice of the amount of the Obligations outstanding from time to time; notice of any other fact which might increase Guarantor's risk; diligence; presentment; demand of payment; protest; filing of claims with a court in the event of Borrower's receivership or bankruptcy and all other notices and demands to which Guarantor might otherwise be entitled (and the same do not have to be made on Borrower as a condition precedent to Guarantor's obligations hereunder); (16) any defense based on errors and omissions by Lender in connection with the administration of the Loan; (17) any defense based on application of fraudulent conveyance or transfer law or shareholder distribution law to any of the Obligations or the security therefor; (18) any defense based on Lender's failure to seek relief from stay or adequate protection in Borrower's bankruptcy proceeding or any other act or omission by Lender which impairs Guarantor's prospective subrogation rights; (19) any defense based on legal prohibition of Lender's acceleration of the maturity of the Obligations during the occurrence of an Event of Default or any other legal prohibition on enforcement of any other right or remedy of Lender with respect to the Obligations and the security therefor; and (20) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof.

Guarantor waives. 7.1.1 ANY AND ALL SURETYSHIP DEFENSES, WHETHER ARISING IN EQUITY, BY CONTRACT, STATUTE OR BY OPERATION OF LAW. 7.1.2 Notice of (1a) any adverse change in the financial condition of any Debtor, (b) any default in the performance of the Guaranteed Obligations; and (c) any other notice to which Guarantor might be entitled. 7.1.3 Any defense based upon or claim arising out of (a) the release of any legal collateral securing the Guaranteed Obligations or (b) any fact that may increase Guarantor’s risk hereunder. 7.1.4 Any claim of usury. 7.1.5 Any other defense arising by reason of any disability or other defense of Borrower, or by reason of the cessation or limitation of the liability of Borrower from any cause (other than full payment the defense that the Guaranteed Obligations have been fully paid) of all Obligations), including, but not limited to, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction, and usury; (2) any defense based upon any legal disability or other defense of any other guarantor or other Person; (3) any defense based upon any lack of authority of the officers, directors, partners 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; (4) 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 intended or understood by Lender or Guarantor; (5) any defense based on Guarantor's rights, under statute or otherwise, to require Lender to xxx Borrower or otherwise to exhaust its rights and remedies against Borrower or any other Person or against any collateral before seeking to enforce this Guaranty; (6) any defense based on Lender's failure at any time to require strict performance by Borrower of any provision of the Loan Documents or by Guarantor of this Guaranty. No such failure waives, alters or diminishes any right of Lender thereafter to demand strict compliance and performance therewith. Nothing contained herein prevents Lender from foreclosing on the Lien of any deed of trust, mortgage or other security agreement, or exercising any rights available to Lender thereunder, and the exercise of any such rights does not constitute a legal or equitable discharge of Guarantor; (7) Debtor including any defense arising from any act or omission statute of Lender which changes the scope of Guarantor's risks hereunder;limitations. (8) any defense based upon Lender's election of any remedy against Guarantor or Borrower or both; or any 7.1.6 Any defense based on the order in invalidity, irregularity, or unenforceability of all or any part of the Guaranteed Obligations or any other circumstance which Lender enforces its remedies;might constitute a defense of a guarantor. (9) any 7.1.7 Any claim or defense based on (Aa) Lender's surrenderthe validity, release, exchange, substitution, dealing with legality or taking any additional collateralenforceability in whole or in part of the Guaranteed Obligations, (B) Lender's abstaining from taking advantage of or realizing upon any Lien or other guaranty, and (Cb) any impairment of collateral securing the assignment, amendment, transfer, modification, renewal, waiver, compromise, addition or supplement relating to Guaranteed Obligations, including, but not limited to, Lender's failure to perfect, or maintain the perfection or priority of, a Lien in such collateral; (10c) any setoff, counterclaim or any circumstances which might constitute a defense based upon Lender's failure or discharge of Guarantor. 7.1.8 Any lack of power or authority of Debtor. 7.1.9 Any defense to disclose to Guarantor any information concerning Borrower's financial condition payment hereunder resulting from Creditor’s releasing the Debtor or any other circumstances bearing on Borrower's ability obligor owing the Guaranteed Obligations from their obligation to pay the Guaranteed Obligations;, as well as Creditor’s failure to give Guarantor notice thereof. (11) any defense based upon any statute or rule 7.1.10 All Guarantor’s rights of law which provides that the obligation of a surety must be neither larger in amount nor in reimbursement, indemnification, and contribution and any other respects more burdensome than rights and defenses that are or may become available to Guarantor. 7.1.11 All rights and defenses arising out of an election of remedies, such as a principal; (12) any defense based upon Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute; (13) any defense based upon any borrowing or any grant of a Lien under Section 364 of the Bankruptcy Code; (14) any defense based on Lender's failure to be diligent or to act in a commercially reasonable manner, or to satisfy any other standard imposed on a secured party, in exercising rights nonjudicial foreclosure with respect to collateral securing security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against the Obligations; (15) notice of acceptance hereof; notice of the existence, creation or acquisition of any Obligation; notice of any Event of Default; notice of the amount of the Obligations outstanding from time to time; notice of any other fact which might increase Guarantor's risk; diligence; presentment; demand of payment; protest; filing of claims with a court in the event of Borrower's receivership or bankruptcy and all other notices and demands to which Guarantor might otherwise be entitled (and the same do not have to be made on Borrower as a condition precedent to Guarantor's obligations hereunder); (16) any defense based on errors and omissions by Lender in connection with the administration of the Loan; (17) any defense based on application of fraudulent conveyance or transfer law or shareholder distribution law to any of the Obligations or the security therefor; (18) any defense based on Lender's failure to seek relief from stay or adequate protection in Borrower's bankruptcy proceeding or any other act or omission by Lender which impairs Guarantor's prospective subrogation rights; (19) any defense based on legal prohibition of Lender's acceleration of the maturity of the Obligations during the occurrence of an Event of Default or any other legal prohibition on enforcement of any other right or remedy of Lender with respect to the Obligations and the security therefor; and (20) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereofDebtor.

Guarantor waives. 9.1.1 ANY AND ALL SURETYSHIP DEFENSES, WHETHER ARISING IN EQUITY, BY CONTRACT, STATUTE OR BY OPERATION OF LAW. 9.1.2 Notice of (1a) any adverse change in the financial condition of any Debtor, (b) any default in the performance of the Guaranteed Obligations; and (c) any other notice to which Guarantor might be entitled. 9.1.3 Any defense based upon or claim arising out of (a) the release of any legal collateral securing the Guaranteed Obligations or (b) any fact that may increase Guarantor’s risk hereunder. 9.1.4 Any claim of usury. 9.1.5 Any other defense arising by reason of any disability or other defense of Borrower, or by reason of the cessation or limitation of the liability of Borrower from any cause (other than full payment the defense that the Guaranteed Obligations have been fully paid) of all Obligations), including, but not limited to, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction, and usury; (2) any defense based upon any legal disability or other defense of any other guarantor or other Person; (3) any defense based upon any lack of authority of the officers, directors, partners 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; (4) 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 intended or understood by Lender or Guarantor; (5) any defense based on Guarantor's rights, under statute or otherwise, to require Lender to xxx Borrower or otherwise to exhaust its rights and remedies against Borrower or any other Person or against any collateral before seeking to enforce this Guaranty; (6) any defense based on Lender's failure at any time to require strict performance by Borrower of any provision of the Loan Documents or by Guarantor of this Guaranty. No such failure waives, alters or diminishes any right of Lender thereafter to demand strict compliance and performance therewith. Nothing contained herein prevents Lender from foreclosing on the Lien of any deed of trust, mortgage or other security agreement, or exercising any rights available to Lender thereunder, and the exercise of any such rights does not constitute a legal or equitable discharge of Guarantor; (7) Debtor including any defense arising from any act or omission statute of Lender which changes the scope of Guarantor's risks hereunder;limitations. (8) any defense based upon Lender's election of any remedy against Guarantor or Borrower or both; or any 9.1.6 Any defense based on the order in invalidity, irregularity, or unenforceability of all or any part of the Guaranteed Obligations or any other circumstance which Lender enforces its remedies;might constitute a defense of a guarantor. (9) any 9.1.7 Any claim or defense based on (Aa) Lender's surrenderthe validity, releaselegality, exchange, substitution, dealing with or taking any additional collateralenforceability in whole or in part of the Guaranteed Obligations, (B) Lender's abstaining from taking advantage of or realizing upon any Lien or other guaranty, and (Cb) any impairment of collateral securing the assignment, amendment, transfer, modification, renewal, waiver, compromise, addition or supplement relating to Guaranteed Obligations, including, but not limited to, Lender's failure to perfect, or maintain the perfection or priority of, a Lien in such collateral; (10c) any setoff, counterclaim or any circumstances which might constitute a defense based upon Lender's failure or discharge of Guarantor. 9.1.8 Any lack of power or authority of Debtor. 9.1.9 Any defense to disclose to Guarantor any information concerning Borrower's financial condition payment hereunder resulting from Creditor’s releasing the Debtor or any other circumstances bearing on Borrower's ability obligor owing the Guaranteed Obligations from their obligation to pay the Guaranteed Obligations;, as well as Creditor’s failure to give Guarantor notice thereof. (11) any defense based upon any statute or rule 9.1.10 All Guarantor’s rights of law which provides that the obligation of a surety must be neither larger in amount nor in reimbursement, indemnification, and contribution and any other respects more burdensome than rights and defenses that are or may become available to Guarantor. 9.1.11 All rights and defenses arising out of an election of remedies, such as a principal; (12) any defense based upon Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute; (13) any defense based upon any borrowing or any grant of a Lien under Section 364 of the Bankruptcy Code; (14) any defense based on Lender's failure to be diligent or to act in a commercially reasonable manner, or to satisfy any other standard imposed on a secured party, in exercising rights nonjudicial foreclosure with respect to collateral securing security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against the Obligations; (15) notice of acceptance hereof; notice of the existence, creation or acquisition of any Obligation; notice of any Event of Default; notice of the amount of the Obligations outstanding from time to time; notice of any other fact which might increase Guarantor's risk; diligence; presentment; demand of payment; protest; filing of claims with a court in the event of Borrower's receivership or bankruptcy and all other notices and demands to which Guarantor might otherwise be entitled (and the same do not have to be made on Borrower as a condition precedent to Guarantor's obligations hereunder); (16) any defense based on errors and omissions by Lender in connection with the administration of the Loan; (17) any defense based on application of fraudulent conveyance or transfer law or shareholder distribution law to any of the Obligations or the security therefor; (18) any defense based on Lender's failure to seek relief from stay or adequate protection in Borrower's bankruptcy proceeding or any other act or omission by Lender which impairs Guarantor's prospective subrogation rights; (19) any defense based on legal prohibition of Lender's acceleration of the maturity of the Obligations during the occurrence of an Event of Default or any other legal prohibition on enforcement of any other right or remedy of Lender with respect to the Obligations and the security therefor; and (20) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereofDebtor.

Guarantor waives. 9.1.1 ANY AND ALL SURETYSHIP DEFENSES, WHETHER ARISING IN EQUITY, BY CONTRACT, STATUTE OR BY OPERATION OF LAW. 9.1.2 Notice of (1a) any adverse change in the financial condition of any Debtor, (b) any default in the performance of the Guaranteed Obligations; and (c) any other notice to which Guarantor might be entitled. 9.1.3 Any defense based upon or claim arising out of (a) the release of any legal collateral securing the Guaranteed Obligations or (b) any fact that may increase Guarantor's risk hereunder. 9.1.4 Any claim of usury. 9.1.5 Any other defense arising by reason of any disability or other defense of Borrower, or by reason of the cessation or limitation of the liability of Borrower from any cause (other than full payment the defense that the Guaranteed Obligations have been fully paid) of all Obligations), including, but not limited to, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction, and usury; (2) any defense based upon any legal disability or other defense of any other guarantor or other Person; (3) any defense based upon any lack of authority of the officers, directors, partners 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; (4) 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 intended or understood by Lender or Guarantor; (5) any defense based on Guarantor's rights, under statute or otherwise, to require Lender to xxx Borrower or otherwise to exhaust its rights and remedies against Borrower or any other Person or against any collateral before seeking to enforce this Guaranty; (6) any defense based on Lender's failure at any time to require strict performance by Borrower of any provision of the Loan Documents or by Guarantor of this Guaranty. No such failure waives, alters or diminishes any right of Lender thereafter to demand strict compliance and performance therewith. Nothing contained herein prevents Lender from foreclosing on the Lien of any deed of trust, mortgage or other security agreement, or exercising any rights available to Lender thereunder, and the exercise of any such rights does not constitute a legal or equitable discharge of Guarantor; (7) Debtor including any defense arising from any act or omission statute of Lender which changes the scope of Guarantor's risks hereunder;limitations. (8) any defense based upon Lender's election of any remedy against Guarantor or Borrower or both; or any 9.1.6 Any defense based on the order in invalidity, irregularity, or unenforceability of all or any part of the Guaranteed Obligations or any other circumstance which Lender enforces its remedies;might constitute a defense of a guarantor. (9) any 9.1.7 Any claim or defense based on (Aa) Lender's surrenderthe validity, releaselegality, exchange, substitution, dealing with or taking any additional collateralenforceability in whole or in part of the Guaranteed Obligations, (B) Lender's abstaining from taking advantage of or realizing upon any Lien or other guaranty, and (Cb) any impairment of collateral securing the assignment, amendment, transfer, modification, renewal, waiver, compromise, addition or supplement relating to Guaranteed Obligations, including(c) any setoff, but not limited tocounterclaim or any circumstances which might constitute a defense or discharge of Guarantor. 9.1.8 Any lack of power or authority of Debtor. 9.1.9 Any defense to payment hereunder resulting from Creditor's releasing the Debtor or any other obligor owing the Guaranteed Obligations from their obligation to pay the Guaranteed Obligations, Lenderas well as Creditor's failure to perfectgive Guarantor notice thereof. 9.1.10 All Guarantor's rights of reimbursement, or maintain the perfection or priority ofindemnification, a Lien in such collateral; (10) any defense based upon Lender's failure to disclose to Guarantor any information concerning Borrower's financial condition or and contribution and any other circumstances bearing on Borrower's ability rights and defenses that are or may become available to pay the Obligations;Guarantor. (11) any defense based upon any statute or rule 9.1.11 All rights and defenses arising out of law which provides that the obligation an election of remedies, such as a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (12) any defense based upon Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute; (13) any defense based upon any borrowing or any grant of a Lien under Section 364 of the Bankruptcy Code; (14) any defense based on Lender's failure to be diligent or to act in a commercially reasonable manner, or to satisfy any other standard imposed on a secured party, in exercising rights nonjudicial foreclosure with respect to collateral securing the Obligations; (15) notice of acceptance hereof; notice of the existencesecurity for a guaranteed obligation, creation or acquisition of any Obligation; notice of any Event of Default; notice of the amount of the Obligations outstanding from time to time; notice of any other fact which might increase has destroyed Guarantor's risk; diligence; presentment; demand rights of payment; protest; filing of claims with a court in subrogation and reimbursement against the event of Borrower's receivership or bankruptcy and all other notices and demands to which Guarantor might otherwise be entitled (and the same do not have to be made on Borrower as a condition precedent to Guarantor's obligations hereunder); (16) any defense based on errors and omissions by Lender in connection with the administration of the Loan; (17) any defense based on application of fraudulent conveyance or transfer law or shareholder distribution law to any of the Obligations or the security therefor; (18) any defense based on Lender's failure to seek relief from stay or adequate protection in Borrower's bankruptcy proceeding or any other act or omission by Lender which impairs Guarantor's prospective subrogation rights; (19) any defense based on legal prohibition of Lender's acceleration of the maturity of the Obligations during the occurrence of an Event of Default or any other legal prohibition on enforcement of any other right or remedy of Lender with respect to the Obligations and the security therefor; and (20) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereofDebtor.

Guarantor waives. 6.1.1 ALL SURETYSHIP DEFENSES, WHETHER ARISING IN EQUITY, BY CONTRACT, STATUTE OR BY OPERATION OF LAW. 6.1.2 Notice of (1a) any adverse change in the financial condition of any Debtor, (b) any default in the performance of the Guaranteed Obligations; and (c) any other notice to which Guarantor might be entitled. 6.1.3 Any defense based upon or claim arising out of (a) the release of any legal collateral securing the Guaranteed Obligations or (b) any fact that may increase Guarantor’s risk hereunder. 6.1.4 Any claim of usury. 6.1.5 Any other defense arising because of any disability or other defense of Borrower, or by reason of the cessation or limitation of the liability of Borrower from any cause (other than full payment the defense that the Guaranteed Obligations have been fully paid) of all Obligations), including, but not limited to, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction, and usury; (2) any defense based upon any legal disability or other defense of any other guarantor or other Person; (3) any defense based upon any lack of authority of the officers, directors, partners 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; (4) 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 intended or understood by Lender or Guarantor; (5) any defense based on Guarantor's rights, under statute or otherwise, to require Lender to xxx Borrower or otherwise to exhaust its rights and remedies against Borrower or any other Person or against any collateral before seeking to enforce this Guaranty; (6) any defense based on Lender's failure at any time to require strict performance by Borrower of any provision of the Loan Documents or by Guarantor of this Guaranty. No such failure waives, alters or diminishes any right of Lender thereafter to demand strict compliance and performance therewith. Nothing contained herein prevents Lender from foreclosing on the Lien of any deed of trust, mortgage or other security agreement, or exercising any rights available to Lender thereunder, and the exercise of any such rights does not constitute a legal or equitable discharge of Guarantor; (7) Debtor including any defense arising from any act or omission statute of Lender which changes the scope of Guarantor's risks hereunder;limitations. (8) any defense based upon Lender's election of any remedy against Guarantor or Borrower or both; or any 6.1.6 Any defense based on the order in which Lender enforces its remedies;invalidity, irregularity, or unenforceability of all or any part of the Guaranteed Obligations or any other circumstance that might constitute a defense of a guarantor. (9) any 6.1.7 Any claim or defense based on (Aa) Lender's surrenderthe validity, release, exchange, substitution, dealing with legality or taking any additional collateralenforceability in whole or in part of the Guaranteed Obligations, (B) Lender's abstaining from taking advantage of or realizing upon any Lien or other guaranty, and (Cb) any impairment of collateral securing the assignment, amendment, transfer, modification, renewal, waiver, compromise, addition or supplement relating to Guaranteed Obligations, including, but not limited to, Lender's failure to perfect, or maintain the perfection or priority of, a Lien in such collateral; (10c) any setoff, counterclaim or any circumstances which might constitute a defense based upon Lender's failure or discharge of Guarantor. 6.1.8 Any lack of power or authority of Debtor. 6.1.9 Any defense to disclose to Guarantor any information concerning Borrower's financial condition payment hereunder resulting from Creditor releasing the Debtor or any other circumstances bearing on Borrower's ability obligor owing the Guaranteed Obligations from their obligation to pay the Guaranteed Obligations;, as well as Creditor’s failure to give Guarantor notice thereof. (11) any defense based upon any statute or rule 6.1.10 All Guarantor’s rights of law which provides that the obligation of a surety must be neither larger in amount nor in reimbursement, indemnification, and contribution and any other respects more burdensome than rights and defenses that are or may become available to Guarantor. 6.1.11 All rights and defenses arising out of an election of remedies, such as a principal; (12) any defense based upon Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute; (13) any defense based upon any borrowing or any grant of a Lien under Section 364 of the Bankruptcy Code; (14) any defense based on Lender's failure to be diligent or to act in a commercially reasonable manner, or to satisfy any other standard imposed on a secured party, in exercising rights nonjudicial foreclosure with respect to collateral securing security for Guaranteed Obligations, has destroyed Guarantor’s rights of subrogation and reimbursement against the Obligations; (15) notice of acceptance hereof; notice of the existence, creation or acquisition of any Obligation; notice of any Event of Default; notice of the amount of the Obligations outstanding from time to time; notice of any other fact which might increase Guarantor's risk; diligence; presentment; demand of payment; protest; filing of claims with a court in the event of Borrower's receivership or bankruptcy and all other notices and demands to which Guarantor might otherwise be entitled (and the same do not have to be made on Borrower as a condition precedent to Guarantor's obligations hereunder); (16) any defense based on errors and omissions by Lender in connection with the administration of the Loan; (17) any defense based on application of fraudulent conveyance or transfer law or shareholder distribution law to any of the Obligations or the security therefor; (18) any defense based on Lender's failure to seek relief from stay or adequate protection in Borrower's bankruptcy proceeding or any other act or omission by Lender which impairs Guarantor's prospective subrogation rights; (19) any defense based on legal prohibition of Lender's acceleration of the maturity of the Obligations during the occurrence of an Event of Default or any other legal prohibition on enforcement of any other right or remedy of Lender with respect to the Obligations and the security therefor; and (20) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereofDebtor.

Guarantor waives. (1) 10.2.1 all statutes of limitations as a defense to any action or proceeding brought against Guarantor by the Administrative Agent, any Lender or any Hedge Provider, to the fullest extent permitted by law; 10.2.2 any right it may have to require the Administrative Agent, any Lender or any Hedge Provider to proceed against the Principal Indemnitor or pursue any other remedy in the Administrative Agent’s or any Lender’s or any Hedge Provider’s power to pursue, it being acknowledged and agreed that the obligations of Guarantor hereunder are independent of the obligations of the Principal Indemnitor hereunder, and none of Administrative Agent, any Lender or any Hedge Provider shall be required to make any demand upon, exercise any right to declare a default by, or proceed against, the Principal Indemnitor prior to proceeding against Guarantor to the full extent of Guarantor’s obligations hereunder; 10.2.3 any defense based upon on any legal disability or other defense of Borrower, or by reason of the cessation Principal Indemnitor and any discharge, release or limitation of the liability of Borrower the Principal Indemnitor to the Administrative Agent or any Lender or any Hedge Provider, whether consensual or arising by operation of law or any bankruptcy, reorganization, receivership, insolvency, or debtor-relief proceeding, or from any cause (other cause, or any claim that Guarantor’s obligations exceed or are more burdensome than full payment those of the Principal Indemnitor; 10.2.4 all Obligations)presentments, includingdemands for performance, but not limited tonotices of nonperformance, failure protests, notices of considerationprotest, breach notices of warrantydishonor, statute notices of fraudsacceptance of this Agreement and of the existence, statute creation, or incurring of limitations, accord and satisfactionnew or additional indebtedness, and usurydemands and notices of every kind; (2) any defense based upon any legal disability or other defense of any other guarantor or other Person; (3) any defense based upon any lack of authority of the officers, directors, partners 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; (4) 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 intended or understood by Lender or Guarantor; (5) 10.2.5 any defense based on Guarantor's rightsor arising out of any defense that the Principal Indemnitor may have to the payment or performance of any obligation set forth in this Agreement; 10.2.6 until all obligations under this Agreement have been paid and performed in full, under statute or otherwiseall rights of subrogation and all rights to enforce any remedy that Guarantor may have against the Principal Indemnitor, all regardless of whether Guarantor may have made any payments to require Lender to xxx Borrower or otherwise to exhaust its rights and remedies against Borrower the Administrative Agent or any other Person Lender or against any collateral before seeking to enforce this Guaranty;Hedge Provider; and (6) any defense based on Lender's failure at any time to require strict performance by Borrower 10.2.7 in the event that notwithstanding the provisions of any provision Section 2.3, the obligations of the Loan Documents Principal Indemnitor, hereunder are held or by Guarantor of this Guaranty. No such failure waivesdeemed to be secured, alters or diminishes any right of Lender thereafter Guarantor to demand strict compliance and performance therewith. Nothing contained herein prevents Lender from foreclosing on have the Lien Collateral of any deed of trust, mortgage or other security agreement, or exercising any rights available the Principal Indemnitor first applied to Lender thereunder, and the exercise of any such rights does not constitute a legal or equitable discharge of Guarantor; (7) any defense arising from any act or omission of Lender which changes the scope of Guarantor's risks hereunder; (8) any defense based upon Lender's election of any remedy against Guarantor or Borrower or both; or any defense based on the order in which Lender enforces its remedies; (9) any defense based on (A) Lender's surrender, release, exchange, substitution, dealing with or taking any additional collateral, (B) Lender's abstaining from taking advantage of or realizing upon any Lien or other guaranty, and (C) any impairment of collateral securing the Obligations, including, and Guarantor expressly recognizes that any such Collateral is security for the Principal Indemnitor’s obligations hereunder but not limited to, Lender's failure to perfect, or maintain the perfection or priority of, a Lien in such collateral; (10) any defense based upon Lender's failure to disclose to Guarantor any information concerning Borrower's financial condition or any other circumstances bearing on Borrower's ability to pay the Obligations; (11) 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 any other respects more burdensome than that of a principal; (12) any defense based upon Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute; (13) any defense based upon any borrowing or any grant of a Lien under Section 364 of the Bankruptcy Code; (14) any defense based on Lender's failure to be diligent or to act in a commercially reasonable manner, or to satisfy any other standard imposed on a secured party, in exercising rights with respect to collateral securing the Obligations; (15) notice of acceptance hereof; notice of the existence, creation or acquisition of any Obligation; notice of any Event of Default; notice of the amount of the Obligations outstanding from time to time; notice of any other fact which might increase for Guarantor's risk; diligence; presentment; demand of payment; protest; filing of claims with a court in the event of Borrower's receivership or bankruptcy and all other notices and demands to which Guarantor might otherwise be entitled (and the same do not have to be made on Borrower as a condition precedent to Guarantor's ’s obligations hereunder); (16) any defense based on errors and omissions by Lender in connection with the administration of the Loan; (17) any defense based on application of fraudulent conveyance or transfer law or shareholder distribution law to any of the Obligations or the security therefor; (18) any defense based on Lender's failure to seek relief from stay or adequate protection in Borrower's bankruptcy proceeding or any other act or omission by Lender which impairs Guarantor's prospective subrogation rights; (19) any defense based on legal prohibition of Lender's acceleration of the maturity of the Obligations during the occurrence of an Event of Default or any other legal prohibition on enforcement of any other right or remedy of Lender with respect to the Obligations and the security therefor; and (20) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof.

Guarantor waives. (1a) any defense based upon any legal disability or other defense of BorrowerBorrower or any other Person, or by reason of the cessation or limitation of the liability of Borrower or any other Person from any cause (other than full payment of all of the Guaranteed Obligations), including, but not limited to, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction, and usury; ; (2b) any defense based upon any legal disability lack of capacity of Borrower or other defense of any other guarantor or other Person; (3) any defense based upon any lack of authority of the officers, directors, partners 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; Borrower (4and 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; ; (5d) any defense based on Guarantor's rights, under statute or otherwise, to require Lender to xxx Borrower or otherwise to exhaust its 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 security for a Guaranteed Obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against Borrower or any other Person or against any collateral before seeking to enforce this Guaranty; Person; (6) any defense based on Lender's failure at any time to require strict performance by Borrower of any provision of the Loan Documents or by Guarantor of this Guaranty. No such failure waives, alters or diminishes any right of Lender thereafter to demand strict compliance and performance therewith. Nothing contained herein prevents Lender from foreclosing on the Lien of any deed of trust, mortgage or other security agreement, or exercising any rights available to Lender thereunder, and the exercise of any such rights does not constitute a legal or equitable discharge of Guarantor; (7) any defense arising from any act or omission of Lender which changes the scope of Guarantor's risks hereunder; (8) any defense based upon Lender's election of any remedy against Guarantor or Borrower or both; or any defense based on the order in which Lender enforces its remedies; (9) any defense based on (A) Lender's surrender, release, exchange, substitution, dealing with or taking any additional collateral, (B) Lender's abstaining from taking advantage of or realizing upon any Lien or other guaranty, and (C) any impairment of collateral securing the Obligations, including, but not limited to, Lender's failure to perfect, or maintain the perfection or priority of, a Lien in such collateral; (10e) any defense based upon Lender's ’s failure to disclose to Guarantor any information concerning Borrower's ’s financial condition or any other circumstances bearing on Borrower's ’s ability to pay the Guaranteed Obligations; ; (11f) any defense based upon any statute or rule of law which provides providing that the obligation of a surety must be neither larger in amount nor in any other respects respect more burdensome than that of a principal; ; (12g) any and all claims for subrogation, reimbursement, indemnification or contribution against Borrower, any general partner of Borrower or any other Person or any collateral or security for the Guaranteed Obligations until the Guaranteed Obligations have been indefeasibly paid and satisfied in full; (h) acceptance of this Guaranty by Lender; (i) any defense based upon Lender's ’s election, in any proceeding instituted under Title 11 of the United States Code, as amended from time to time and any successor statute and all rules promulgating thereafter (the “Bankruptcy Code”); (j) presentment, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute; (13) any defense based upon any borrowing or any grant of a Lien under Section 364 of the Bankruptcy Code; (14) any defense based on Lender's failure to be diligent or to act in a commercially reasonable mannerdemand, or to satisfy any other standard imposed on a secured party, in exercising rights with respect to collateral securing the Obligations; (15) notice of acceptance hereof; notice of the existence, creation or acquisition of any Obligation; protest and notice of any Event of Defaultkind; notice of the amount of the Obligations outstanding from time to time; notice of any other fact which might increase Guarantor's risk; diligence; presentment; demand of payment; protest; filing of claims with a court in the event of Borrower's receivership or bankruptcy and all other notices and demands to which Guarantor might otherwise be entitled (and the same do not have to be made on Borrower as a condition precedent to Guarantor's obligations hereunder); (16) any defense based on errors and omissions by Lender in connection with the administration of the Loan; (17) any defense based on application of fraudulent conveyance or transfer law or shareholder distribution law to any of the Obligations or the security therefor; (18) any defense based on Lender's failure to seek relief from stay or adequate protection in Borrower's bankruptcy proceeding or any other act or omission by Lender which impairs Guarantor's prospective subrogation rights; (19) any defense based on legal prohibition of Lender's acceleration of the maturity of the Obligations during the occurrence of an Event of Default or any other legal prohibition on enforcement of any other right or remedy of Lender with respect to the Obligations and the security therefor; and (20k) the benefit of any statute of limitations limitation affecting the liability of Guarantor hereunder under, or the enforcement hereofof, this Guaranty. Guarantor agrees any act or event that tolls any statute of limitation applicable to the Guaranteed Obligations will similarly operate to toll any statute of limitation applicable to Guarantor’s liability under this Guaranty.