Common use of Obligations Not Impaired Clause in Contracts

Obligations Not Impaired. Prior to performance and satisfaction in full of the Obligations, the liability of Guarantor under this Guaranty shall not be released or impaired without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion. Without limiting the generality of the foregoing, the liability of Guarantor shall not be released or impaired on account of any of the following events or circumstances: (a) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Tenant, or any receivership, insolvency, bankruptcy, reorganization or other similar proceedings affecting Tenant or any of its assets; (b) the addition of a new guarantor or guarantors or the release of any one or more other guarantor(s); (c) any bankruptcy or insolvency proceedings against or by Tenant, its property, or its estate or any modification, discharge or extension of the Obligations resulting from the operation of any present or future provision of the United States Bankruptcy Code or any other similar federal or state statute, or from the decision of any court, it being the intention hereof that Guarantor shall remain liable on the Obligations notwithstanding any act, omission, order, judgment or event which might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of Guarantor; (d) Xxxxxxxx’s failure to use diligence in preserving the liability of any person on the Obligations, or in bringing suit to enforce collection of the Obligations; (e) the substitution or withdrawal of any security deposit or other collateral, or release of any security deposit or other collateral, or the exercise or failure to exercise by Landlord of any right conferred upon it herein or in the Lease or any collateral agreement; (f) the presentment or draw down of the Letter of Credit; (g) if Tenant is not liable for any of the Obligations because the act of creating the Obligations is ultra xxxxx, or the officers or persons creating the Obligations acted in excess of their authority, or for any reason the Obligations cannot be enforced against Tenant; (h) any payment by Tenant to Landlord if such payment is held to constitute a preference under the bankruptcy laws, or if for any other reason Landlord is required to refund such payment to Tenant or pay the amount thereof to any other party; (i) the existence of, or assertion by Guarantor of, any defense or set-off, counterclaim, recoupment or right of termination under this Guaranty by reason of the invalidity, illegality or unenforceability of the Lease or otherwise or the failure of Landlord to assert any claim or demand, or to enforce the Lease or any right or remedy available to Landlord under the Lease, against Tenant under the Lease or any other agreement; (j) any rescission, waiver, extension, renewal, amendment, or modification of the Lease, unless Landlord, in its sole discretion, releases Tenant from further liability of the Obligations by virtue of an amendment or Lease modification agreement, in which case Guarantor shall be deemed released from further liability under this Guaranty (but not liability already incurred or accrued) as of the effective date of such Tenant release. Guarantor hereby waives notice of any such modifications, amendments, or assignment by Proterra Operating Company, Inc.; or (k) any assignment of the Lease or subletting of all or any portion of the Premises, unless Landlord, in its sole discretion agrees in writing to release Tenant from further liability of the Obligations by virtue of such assignment, in which case Guarantor shall be deemed released from further liability under this Guaranty (but not liability already incurred or accrued) as of the effective date of such Tenant release.

Obligations Not Impaired. Prior to performance and satisfaction in full The obligations of the Obligations, the liability of any Guarantor under -------------------------- this Guaranty shall not be released or impaired without the express prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretionBRACAMONTES. Without limiting the generality of the foregoing, the liability of Guarantor The obligatioxx xx xxx Xuarantor shall not be released or impaired on account of any of the following events or circumstancesevents: (a) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of TenantPENN-OCTANE CORPORATION, or any receivership, insolvency, bankruptcy, reorganization or other similar proceedings affecting Tenant PENN-OCTANE CORPORATION or any of its assets; (b) the addition of a new guarantor or guarantors or the release of any one or more other guarantor(s)guarantors; (c) any bankruptcy impairment, modification, release or insolvency limitation of liability of, or stay of lien enforcement proceedings against or by Tenantagainst, PENN-OCTANE CORPORATION, its property, or its estate in bankruptcy or any modification, discharge or extension of the Obligations Indebtedness resulting from the operation of any present or future provision of the United States Federal Bankruptcy Code or any other similar federal or state statute, or from the decision of any court, it being the intention hereof that Guarantor shall remain liable on the Obligations Indebtedness, notwithstanding any act, omission, order, judgment omission or event thing which might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of Guarantor; (d) Xxxxxxxx’s BRACAMONTES' failure to use diligence xxx xxxxxxnce in preserving the liability of any person on the ObligationsIndebtedness, or in bringing suit to enforce collection of the ObligationsIndebtedness; (e) the substitution or withdrawal of any security deposit or other collateral, collateral or release of any security deposit or other collateralsecurity, or and the exercise or failure to exercise by Landlord BRACAMONTES of any right conferred rigxx xxxxxxxed upon it herein or in the Lease or any collateral agreement; (f) the presentment or draw down of the Letter of Credit; (g) if Tenant PENN-OCTANE CORPORATION is not liable for any of the Obligations because the act of creating the Obligations Indebtedness is ultra xxxxx, vires or the officers or persons xxxxons creating the Obligations Indebtedness acted in excess of their authority, or for any reason the Obligations Indebtedness cannot be enforced against TenantPENN-OCTANE CORPORATION; (hg) any payment by Tenant PENN-OCTANE CORPORATION to Landlord BRACAMONTES if such payment is held paxxxxx xx xxld to constitute a preference under the bankruptcy laws, or if for any other reason Landlord BRACAMONTES is required to refund such xxxxxx xxxh payment to Tenant PENN-OCTANE CORPORATION or pay the amount thereof to any other party; (i) the existence of, or assertion by Guarantor of, any defense or set-off, counterclaim, recoupment or right of termination under this Guaranty by reason of the invalidity, illegality or unenforceability of the Lease or otherwise or the failure of Landlord to assert any claim or demand, or to enforce the Lease or any right or remedy available to Landlord under the Lease, against Tenant under the Lease or any other agreement; (j) any rescission, waiver, extension, renewal, amendment, or modification of the Lease, unless Landlord, in its sole discretion, releases Tenant from further liability of the Obligations by virtue of an amendment or Lease modification agreement, in which case Guarantor shall be deemed released from further liability under this Guaranty (but not liability already incurred or accrued) as of the effective date of such Tenant release. Guarantor hereby waives notice of any such modifications, amendments, or assignment by Proterra Operating Company, Inc.; or (k) any assignment of the Lease or subletting of all or any portion of the Premises, unless Landlord, in its sole discretion agrees in writing to release Tenant from further liability of the Obligations by virtue of such assignment, in which case Guarantor shall be deemed released from further liability under this Guaranty (but not liability already incurred or accrued) as of the effective date of such Tenant release.

Obligations Not Impaired. Prior to performance and satisfaction in full of the Obligations, the liability of Guarantor under this Guaranty shall not be released or impaired without the prior written consent of Landlord, which consent may be withheld except as provided in Landlord’s sole discretionSection 18 hereof. Without limiting the generality of the foregoing, the liability of Guarantor shall not be released or impaired on account of any of the following events or circumstancesevents: (a) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Tenant, or any receivership, insolvency, bankruptcy, reorganization or other similar proceedings affecting Tenant or any of its assets; (b) the addition of a new guarantor or guarantors or the release of any one or more other guarantor(s)guarantors; (c) any bankruptcy or insolvency proceedings against or by Tenant, its property, or its estate or any modification, discharge or extension of the Obligations resulting from the operation of any present or future provision of the United States Bankruptcy Code or any other similar federal or state statute, or from the decision of any court, it being the intention hereof that Guarantor shall remain liable on the Obligations notwithstanding any act, omission, order, judgment or event which might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of Guarantor; (d) XxxxxxxxLandlord’s failure to use diligence in preserving the liability of any person on the Obligations, or in bringing suit to enforce collection of the Obligations; (e) the substitution or withdrawal of any security deposit or other collateral, or release of any security deposit or other collateral, or the exercise or failure to exercise by Landlord of any right conferred upon it herein or in the Lease or any collateral agreement; (f) the presentment or draw down of the Letter of Credit; (g) if Tenant is not liable for any of the Obligations because the act of creating the Obligations is ultra xxxxx, or the officers or persons creating the Obligations acted in excess of their authority, or for any reason the Obligations cannot be enforced against Tenant; (hg) any payment by Tenant to Landlord if such payment is held to constitute a preference under the bankruptcy laws, or if for any other reason Landlord is required to refund such payment to Tenant or pay the amount thereof to any other party; (ih) the existence of, or assertion by Guarantor of, any defense or set-off, counterclaim, recoupment or right of termination under if this Guaranty by reason of is ever deemed invalid or unenforceable as to the invalidity, illegality or unenforceability of the Lease or otherwise or the failure of Landlord to assert any claim or demand, or to enforce the Lease or any right or remedy available to Landlord under the Lease, against Tenant under the Lease or any other agreementGuarantor; (ji) any rescission, waiver, extension, renewal, amendment, or modification of the Lease, unless Landlord, in its sole discretion, releases Tenant from further liability of the Obligations by virtue of an amendment or Lease modification agreement, in which case Guarantor shall be deemed released from further liability under this Guaranty (but not liability already incurred or accrued) as of the effective date of such Tenant release. Guarantor hereby waives notice of any such modifications, amendments, or assignment by Proterra Operating Company, Inc.; or (kj) any assignment of the Lease or subletting of all or any portion of the Premises, unless premises leased pursuant to the Lease except as expressly permitted therein without Landlord, in its sole discretion agrees in writing to release Tenant from further liability of the Obligations by virtue of such assignment, in which case Guarantor shall be deemed released from further liability under this Guaranty (but not liability already incurred or accrued) as of the effective date of such Tenant release’s consent.

Obligations Not Impaired. Prior to performance and satisfaction in full of the Obligations, the liability of Guarantor under this Guaranty shall not be released or impaired without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion. Without limiting the generality of the foregoing, the liability of Guarantor shall not be released or impaired on account of any of the following events or circumstancesevents: (a) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Tenant, or any receivership, insolvency, bankruptcy, reorganization or other similar proceedings affecting Tenant or any of its assets; (b) the addition of a new guarantor or guarantors or the release of any one or more other guarantor(s)guarantors; (c) any bankruptcy or insolvency proceedings against or by Tenant, its property, or its estate or any modification, discharge or extension of the Obligations resulting from the operation of any present or future provision of the United States Bankruptcy Code or any other similar federal or state statute, or from the decision of any ay court, it being 93 the intention hereof that Guarantor shall remain liable on the Obligations notwithstanding any act, omission, order, judgment or event which might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of Guarantor; (d) Xxxxxxxx’s Landlord's failure to use diligence in preserving the liability of any person on the Obligations, or in bringing suit to enforce collection of the Obligations; (e) the substitution or withdrawal of any security deposit or other collateral, or release of any security deposit or other collateral, or the exercise or failure to exercise by Landlord of any right conferred upon it herein or in the Lease or any collateral agreement; (f) the presentment or draw down of the Letter of Credit; (g) if Tenant is not liable for any of the Obligations because the act of creating the Obligations is ultra xxxxxvirex, or xx the officers or persons person creating the Obligations acted in excess of their authority, or for any reason the Obligations cannot be enforced against Tenant; (hg) any payment by Tenant to Landlord if such payment is held to constitute a preference under the bankruptcy laws, or if for any other reason Landlord is required to refund such payment to Tenant or pay the amount thereof to any other party; (i) the existence of, or assertion by Guarantor of, any defense or set-off, counterclaim, recoupment or right of termination under this Guaranty by reason of the invalidity, illegality or unenforceability of the Lease or otherwise or the failure of Landlord to assert any claim or demand, or to enforce the Lease or any right or remedy available to Landlord under the Lease, against Tenant under the Lease or any other agreement; (j) any rescission, waiver, extension, renewal, amendment, or modification of the Lease, unless Landlord, in its sole discretion, releases Tenant from further liability of the Obligations by virtue of an amendment or Lease modification agreement, in which case Guarantor shall be deemed released from further liability under this Guaranty (but not liability already incurred or accrued) as of the effective date of such Tenant release. Guarantor hereby waives notice of any such modifications, amendments, or assignment by Proterra Operating Company, Inc.; or (kh) any assignment of the Lease or subletting of all or any portion of the Premises, unless Landlord, Project (as defined in its sole discretion agrees in writing to release Tenant from further liability of the Obligations by virtue of such assignment, in which case Guarantor shall be deemed released from further liability under this Guaranty (but not liability already incurred or accrued) as of the effective date of such Tenant releaseLease).

Obligations Not Impaired. Prior to performance and satisfaction in full The obligations of the Obligations, the liability of Guarantor Guarantors under this Guaranty shall not be released or impaired without the express prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretionthe Lender. Without limiting the generality of the foregoing, the liability obligations of Guarantor the Guarantors shall not be released or impaired on account of any of the following events or circumstancesevents: (a) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Tenantthe Borrower, or any receivership, insolvency, bankruptcy, reorganization or other similar proceedings affecting Tenant the Borrower or any of its assets; (b) the addition of a new an additional guarantor or guarantors or the release addition of any one or more other guarantor(s)additional collateral securing the Indebtedness; (c) any bankruptcy impairment, modification, release or insolvency limitation of liability of, or stay of lien enforcement proceedings against or by Tenantagainst, the Borrower, its property, or its estate in bankruptcy or any modification, discharge or extension of the Obligations Indebtedness resulting from the operation of any present or future provision of the United States Federal Bankruptcy Code or any other similar federal or state statute, or from the decision of any court, it being the intention hereof that Guarantor the Guarantors shall remain liable on the Obligations Indebtedness, notwithstanding any act, omission, order, judgment omission or event thing which might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of Guarantorthe Guarantors; (d) Xxxxxxxx’s failure to use diligence in preserving the liability of any person on the Obligations, or in bringing suit to enforce collection of the Obligations; (e) the substitution or withdrawal of any security deposit or other collateral, collateral or release of any security deposit or other collateralsecurity, or and the exercise or failure to exercise by Landlord the Lender of any right conferred upon it herein or in the Lease or any collateral security agreement; (f) the presentment or draw down of the Letter of Credit; (ge) if Tenant the Borrower is not liable for any of the Obligations because the act of creating the Obligations Indebtedness is ultra xxxxx, or virex xx the officers or persons creating the Obligations Indebtedness acted in excess of their authority, or for any reason the Obligations Indebtedness cannot be enforced against Tenantthe Borrower; (hf) any payment by Tenant the Borrower to Landlord the Lender if such payment is held to constitute a preference under the bankruptcy laws, or if for any other reason Landlord the Lender is required to refund such payment to Tenant the Borrower or pay the amount thereof to any other party; (ig) if the existence ofGuarantors are or become liable for any indebtedness owing by the Borrower to the Lender, by endorsement or assertion by Guarantor ofotherwise, any defense or set-off, counterclaim, recoupment or right of termination other than under this Guaranty by reason of the invalidity, illegality or unenforceability of the Lease or otherwise or the failure of Landlord to assert any claim or demand, or to enforce the Lease or any right or remedy available to Landlord under the Lease, against Tenant under the Lease or any other agreement; (j) any rescission, waiver, extension, renewal, amendment, or modification of the Lease, unless Landlord, in its sole discretion, releases Tenant from further liability of the Obligations by virtue of an amendment or Lease modification agreement, in which case Guarantor shall be deemed released from further liability under this Guaranty (but not liability already incurred or accrued) as of the effective date of such Tenant release. Guarantor hereby waives notice of any such modifications, amendments, or assignment by Proterra Operating Company, Inc.Guaranty; or (kh) if this Guaranty is ever deemed invalid or unenforceable as to any assignment of the Lease or subletting of all or any portion of the Premises, unless Landlord, in its sole discretion agrees in writing to release Tenant from further liability of the Obligations by virtue of such assignment, in which case Guarantor shall be deemed released from further liability under this Guaranty (but not liability already incurred or accrued) as of the effective date of such Tenant releaseGuarantors.

Obligations Not Impaired. Prior to performance and satisfaction in full The obligations of the Obligations, the liability of Guarantor Guarantors under this Guaranty shall not be released or impaired without the express prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretionCreditor. Without limiting the generality of the foregoing, the liability obligations of Guarantor Guarantors shall not be released or impaired on account of any of the following events or circumstancesevents: (a) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Tenantdebtor, or any receivership, insolvency, bankruptcy, reorganization or other similar proceedings affecting Tenant Debtor or any of its assets;: (b) the addition of a new guarantor Guarantor or guarantors or the release of any one or more other guarantor(s);Guarantors: (c) any bankruptcy impairment, modification, release or insolvency limitation of liability of, or stay of lien enforcement proceedings against or by Tenantagainst, Debtor, its property, or its estate in bankruptcy or any modification, discharge or extension of the Obligations Indebtedness resulting from the operation of any present or future provision of the United States Federal Bankruptcy Code or any other similar federal or state statute, or from the decision of any court, it being the intention hereof that Guarantor Guarantors shall remain liable on the Obligations Indebtedness, notwithstanding any act, omission, order, judgment omission or event thing which might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of GuarantorGuarantors; (d) Xxxxxxxx’s Creditor's failure to use diligence in preserving the liability of any person on the ObligationsIndebtedness, or in bringing suit to enforce collection of the ObligationsIndebtedness; (e) the substitution or withdrawal of any security deposit or other collateral, collateral or release of any security deposit or other collateralsecurity, or and the exercise or failure to exercise by Landlord Creditor of any right conferred upon it herein or in the Lease or any collateral agreement; (f) the presentment or draw down of the Letter of Credit; (g) if Tenant Debtor is not liable for any of the Obligations because the act of creating the Obligations Indebtedness is ultra xxxxx, vires or the officers or persons creating the Obligations acted Indebtedness xxxxd in excess of their authority, or for any reason the Obligations Indebtedness cannot be enforced against TenantDebtor; (hg) any payment by Tenant Debtor to Landlord Creditor if such payment is held to constitute a preference under the bankruptcy laws, or if for any other reason Landlord Creditor is required to refund such payment to Tenant Debtor or pay the amount thereof to any other party; (ih) the existence ofif guarantors are or become liable for any Indebtedness owing by Debtor to Creditor, by endorsement or assertion by Guarantor ofotherwise, any defense or set-off, counterclaim, recoupment or right of termination other than under this Guaranty by reason of the invalidity, illegality or unenforceability of the Lease or otherwise or the failure of Landlord to assert any claim or demand, or to enforce the Lease or any right or remedy available to Landlord under the Lease, against Tenant under the Lease or any other agreement; (j) any rescission, waiver, extension, renewal, amendment, or modification of the Lease, unless Landlord, in its sole discretion, releases Tenant from further liability of the Obligations by virtue of an amendment or Lease modification agreement, in which case Guarantor shall be deemed released from further liability under this Guaranty (but not liability already incurred or accrued) as of the effective date of such Tenant release. Guarantor hereby waives notice of any such modifications, amendments, or assignment by Proterra Operating Company, Inc.Guaranty; or (ki) if this Guaranty is ever deemed invalid or unenforceable as to any assignment of the Lease or subletting of all or any portion of the Premises, unless Landlord, in its sole discretion agrees in writing to release Tenant from further liability of the Obligations by virtue of such assignment, in which case Guarantor shall be deemed released from further liability under this Guaranty (but not liability already incurred or accrued) as of the effective date of such Tenant releaseGuarantors.

Obligations Not Impaired. Prior to performance and satisfaction in full of the Obligations, the liability of Guarantor Guarantor's obligations under this Guaranty shall not be released released, diminished, impaired, reduced, or impaired without the prior written consent of Landlordadversely affected, which consent may be withheld in Landlord’s sole discretion. Without limiting the generality of the foregoingand Guarantor waives any common law, the liability of equitable, statutory or other rights that Guarantor shall not be released or impaired on account might otherwise have, as a result of any of the following events or circumstancesfollowing: (a) any full or partial release of the liability of Borrower, any other guarantor of the Indebtedness, or any other person primarily or secondarily liable on the Indebtedness, or any part thereof (including any maker, endorser, guarantor or surety), whether such liability is direct or indirect, joint, several, or joint and several, it being recognized, acknowledged and agreed that Guarantor may be required to pay the Indebtedness in full without assistance of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of an understanding or agreement that other parties will at all times be liable to pay the Indebtedness, or that Lender will look to other parties to pay the Indebtedness; provided, however, nothing in this Guaranty shall waive or release, either expressly or impliedly, any rights of subrogation, reimbursement or contribution that Guarantor may have, after payment in full of the Indebtedness, against others liable under the Indebtedness, but Guarantor's rights of subrogation, reimbursement and contribution are secondary, subordinate and inferior to the rights and claims of Lender; (b) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of TenantBorrower, or any receivership, insolvency, bankruptcy, reorganization or other similar proceedings affecting Tenant Borrower or any of its assets; (b) the addition of a new guarantor or guarantors or the release of any one or more other guarantor(s); (c) any bankruptcy impairment, modification, release or insolvency limitation of liability of Borrower, or stay of foreclosure or other lien enforcement proceedings against Borrower, or by Tenant, its Borrower's property, or its Borrower's estate in bankruptcy, or any modification, discharge or extension of the Obligations Indebtedness resulting from the operation of any present or future provision of the United States Federal Bankruptcy Code or any other similar federal or state statutebankruptcy laws, or from the decision of any court, it being the intention hereof recognized, acknowledged and agreed that Guarantor shall remain liable on the Obligations Indebtedness, notwithstanding any act, omission, order, judgment omission or event thing which might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of Guarantor; (d) Xxxxxxxx’s any release of, subordination of, or substitution of any security or other guaranty now or hereafter held by Lender for payment of the Indebtedness, or of any part thereof; (e) Lender's failure to use diligence or care in preserving the liability of any person on the ObligationsIndebtedness, or in bringing suit to enforce collection of the ObligationsIndebtedness; (ef) the addition of another guarantor or guarantors of the Indebtedness; (g) the substitution or withdrawal of any security deposit or other collateral, collateral or release of any security deposit or other collateral, or the exercise or failure to exercise by Landlord of any right conferred upon it herein or in the Lease or any collateral agreementsecurity; (fh) any renewal, extension, modification, alteration, refinancing or rearrangement of or any other indulgence with respect to the presentment Indebtedness, or draw down of the Letter of Creditany part thereof; (gi) if Tenant is the exercise, failure to exercise, delay, omission or lack of diligence or care by Lender in exercising any right or power conferred upon Lender in this Guaranty, the Note, the Security Agreement, or any Loan Document evidencing, securing or relating to the Note or by law or in equity; (j) Borrower's not being liable for any of the Obligations Indebtedness because the act of creating the Obligations Indebtedness is ultra xxxxxvires, or the officers or persons xxxxons creating the Obligations Indebtedness acted in excess of their authority, or for any reason the Obligations Indebtedness cannot be enforced against TenantBorrower; (hk) any payment by Tenant Borrower to Landlord Lender if such payment is held to constitute a preference under the Federal Bankruptcy Code or other bankruptcy laws, or if for any other reason Landlord Lender is required to refund such payment to Tenant Borrower or pay the amount thereof to any other party; (il) the existence ofGuarantor's being or becoming liable for any indebtedness owing by Borrower to Lender, by endorsement or assertion by Guarantor ofotherwise, any defense or set-off, counterclaim, recoupment or right of termination other than under this Guaranty by reason of Guaranty; or (m) the invalidity, illegality or unenforceability of the Lease or otherwise or the failure of Landlord to assert any claim or demand, or to enforce the Lease or any right or remedy available to Landlord under the Lease, against Tenant under the Lease or any other agreement; (j) any rescission, waiver, extension, renewal, amendment, or modification of the Lease, unless Landlord, in its sole discretion, releases Tenant from further liability of the Obligations by virtue of an amendment or Lease modification agreement, in which case Guarantor shall be deemed released from further liability under this Guaranty (but not liability already incurred or accrued) as of the effective date of such Tenant release. Guarantor hereby waives notice of any such modifications, amendments, or assignment by Proterra Operating Company, Inc.; or (k) any assignment of the Lease or subletting of all or any portion part of the PremisesIndebtedness, unless Landlordfor any reason whatsoever, in its sole discretion agrees in writing including without limitation the fact that the Note or other Loan Documents pertaining to release Tenant from further liability of the Obligations by virtue of such assignment, in which case Guarantor shall be deemed released from further liability under this Guaranty (but Indebtedness have been forged or otherwise are irregular or not liability already incurred genuine or accrued) as of the effective date of such Tenant releaseauthentic.

Obligations Not Impaired. Prior to performance and satisfaction in full of the Obligations, the liability of Guarantor under this Guaranty shall not be released or impaired without the prior written consent of Landlord, which consent may be withheld except as provided in Landlord’s sole discretionSection 16 hereof. Without limiting the generality of the foregoing, the liability of Guarantor shall not be released or impaired on account of any of the following events or circumstancesevents: (a) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Tenant, or any receivership, insolvency, bankruptcy, reorganization or other similar proceedings affecting Tenant or any of its assets; (b) the addition of a new guarantor or guarantors or the release of any one or more other guarantor(s)guarantors; (c) any bankruptcy or insolvency proceedings against or by Tenant, its property, or its estate or any modification, discharge or extension of the Obligations resulting from the operation of any present or future provision of the United States Bankruptcy Code or any other similar federal or state statute, or from the decision of any court, it being the intention hereof that Guarantor shall remain liable on the Obligations notwithstanding any act, omission, order, judgment or event which might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of Guarantor; (d) Xxxxxxxx’s failure Landxxxx'x xailure to use diligence in preserving the liability of any person on the Obligations, or in bringing suit to enforce collection of the Obligations; (e) the substitution or withdrawal of any security deposit or other collateral, or release of any security deposit or other collateral, or the exercise or failure to exercise by Landlord of any right conferred upon it herein or in the Lease or any collateral agreement; (f) the presentment or draw down of the Letter of Credit; (g) if Tenant is not liable for any of the Obligations because the act of creating the Obligations is ultra xxxxxvirex, or xx the officers or persons creating the Obligations acted in excess of their authority, or for any reason the Obligations cannot be enforced against Tenant; (hg) any payment by Tenant to Landlord if such payment is held to constitute a preference under the bankruptcy laws, or if for any other reason Landlord is required to refund such payment to Tenant or pay the amount thereof to any other party; (i) the existence of, or assertion by Guarantor of, any defense or set-off, counterclaim, recoupment or right of termination under this Guaranty by reason of the invalidity, illegality or unenforceability of the Lease or otherwise or the failure of Landlord to assert any claim or demand, or to enforce the Lease or any right or remedy available to Landlord under the Lease, against Tenant under the Lease or any other agreement; (jh) any rescission, waiver, extension, renewal, amendment, or modification of the Lease, unless Landlord, in its sole discretion, releases Tenant from further liability of the Obligations by virtue of an amendment or Lease modification agreement, in which case Guarantor shall be deemed released from further liability under this Guaranty (but not liability already incurred or accrued) as of the effective date of such Tenant release. Guarantor hereby waives notice of any such modifications, amendments, or assignment by Proterra Operating Company, Inc.; or (ki) any assignment of the Lease or subletting of all or any portion of the Premises, unless Landlord, in its sole discretion agrees in writing premises leased pursuant to release Tenant from further liability of the Obligations by virtue of such assignment, in which case Guarantor shall be deemed released from further liability under this Guaranty (but not liability already incurred or accrued) as of the effective date of such Tenant releaseLease.