Common use of Mxxxxxx Partners waives Clause in Contracts

Mxxxxxx Partners waives. (a) any defense based upon any legal disability to enter into the Letter Agreement or other defense of MTP-D; (b) any defense based on any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of MTP- D or any principal of MTP-D, or any defect in the formation of MTP-D or any principal of MTP-D; (c) any and all rights and defenses arising out of an election of remedies by Carlyle, even though that election of remedies has destroyed Mxxxxxx Partners' rights of subrogation and reimbursement against the principal; (d) any defense based upon Carlyle's failure to disclose to Mxxxxxx Partners any information concerning MTP-D's financial condition or any other circumstances bearing on MTP-D's ability to perform its obligations the Letter Agreement; (e) 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 respects more burdensome than that of a principal; (f) any defense based upon Carlyle's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (g) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (h) any right of subrogation, any right to enforce any remedy which Carlyle may have against MTP-D and any right to participate in, or benefit from, any security for the Letter Agreement now or hereafter held by Carlyle; and (i) presentment, demand, protect and notice of any kind. Mxxxxxx Partners agrees that payment or performance of any act which tolls any statute of limitations applicable to the Letter Agreement shall similarly operate to toll the statute of limitations applicable to Mxxxxxx Partners' liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, Mxxxxxx Partners expressly waives, to the extent permitted by law, any and all rights and defenses which might otherwise be available to Mxxxxxx Partners under California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433, or any of such sections.