Common use of Other Defenses Clause in Contracts

Other Defenses. Guarantor irrevocably waives any other defenses (other than the defense of payment), set-offs or counterclaims (except for compulsory counterclaims) which may be available to Borrower, or any other Guarantor, and any and all other defenses now or at any time hereafter available to Guarantor (including without limitation those given to sureties) at law or in equity, including but not limited to any defenses based upon: (a) the incapacity, lack of authority, death or disability of Borrower, any other Guarantor or Person; (b) the failure of Administrative Agent to commence an action against Borrower or any other Person or to proceed against or exhaust any security held by Administrative Agent, for the benefit of Lenders, at any time or to pursue any other remedy whatsoever at any time; (c) the consideration for this Guaranty; (d) any acts or omissions of Administrative Agent or any Lender which vary, increase or decrease the risk of Guarantor (except to the extent that such acts or omissions constitute gross negligence or fraud, or were made in bad faith); HTI MOB Portfolio (Upsizing) (e) the application by Borrower of the proceeds of the Loan for purposes other than the purposes represented by Borrower to Administrative Agent or any Lender or intended or understood by Administrative Agent, any Lender or Guarantor; (f) any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other aspects more burdensome than that of a principal; (g) Administrative Agent’s election (on behalf of Lenders), in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute; and (h) any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code.

Other Defenses. Guarantor irrevocably waives any other defenses (other than the defense of payment), set-offs or counterclaims (except for compulsory counterclaims) which may be available to BorrowerBorrowers, or any other Guarantor, and any and all other defenses now or at any time hereafter available to Guarantor (including without limitation those given to sureties) at law or in equity, including but not limited to any defenses based upon: (a) the incapacity, lack of authority, death or disability of any Borrower, any other Guarantor or Person; (b) the failure of Administrative Agent to commence an action against Borrower Borrowers or any other Person or to proceed against or exhaust any security held by Administrative Agent, for the benefit of Lenders, Agent at any time or to pursue any other remedy whatsoever at any time; (c) the consideration for this Guaranty; (d) any acts or omissions of Administrative Agent or any Lender Secured Party which vary, increase or decrease the risk of Guarantor (except to the extent that such acts or omissions constitute gross negligence or fraud, or were made in bad faith); HTI MOB Portfolio (Upsizing); (e) the application by Borrower Borrowers of the proceeds of the Loan for purposes other than the purposes represented by Borrower Borrowers to Administrative Agent or any Lender Secured Party or intended or understood by Administrative Agent, any Lender Secured Party or Guarantor;; GUARANTY OF RECOURSE OBLIGATIONS HTI Bridge Portfolio (f) any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other aspects more burdensome than that of a principal; (g) Administrative Agent’s election (on behalf of Lenders), in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute; and (h) any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code.

Other Defenses. Guarantor irrevocably waives any other defenses (other than the defense of payment), set-offs or counterclaims (except for compulsory counterclaims) which may be available to Borrower, or any other Guarantor, and any and all other defenses now or at any time hereafter available to Guarantor (including without limitation those given to sureties) at law or in equity, including but not limited to any defenses based upon: (a) the incapacity, lack of authority, death or disability of Borrower, any other Guarantor or Person; (b) the failure of Administrative Agent to commence an action against Borrower or any other Person or to proceed against or exhaust any security held by Administrative Agent, for the benefit of Lenders, at any time or to pursue any other remedy whatsoever at any time; (c) the consideration for this Guaranty; (d) any acts or omissions of Administrative Agent or any Lender which vary, increase or decrease the risk of Guarantor (except to the extent that such acts or omissions constitute gross negligence or fraud, or were made in bad faith); HTI MOB Portfolio (Upsizing); (e) the application by Borrower of the proceeds of the Loan for purposes other than the purposes represented by Borrower to Administrative Agent or any Lender or intended or understood by Administrative Agent, any Lender or Guarantor; (f) any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other aspects more burdensome than that of a principal; (g) Administrative Agent’s election (on behalf of Lenders), in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute; and (h) any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code.

Other Defenses. Guarantor irrevocably waives any other defenses (other than the defense of payment)defenses, set-offs setoffs or counterclaims (except for compulsory counterclaims) which may be available to Borrower, or any other Guarantor, Borrower and any and all other defenses now or at any time hereafter available to Guarantor (including without limitation those given to sureties) at law or in equity, including but not limited to any defenses based upon: (a) the incapacity, lack of authority, death or disability of any Borrower, any other Guarantor or Person; (b) the failure of Administrative Agent or Lender to commence an action against any Borrower or any other Person or to proceed against or exhaust any security held by Administrative Agent, for the benefit of Lenders, Agent at any time or to pursue any other remedy whatsoever at any time; (c) the consideration for this Guaranty; (d) any acts or omissions of Administrative Agent or any Lender which vary, increase or decrease the risk of Guarantor (except to the extent that such acts or omissions constitute gross negligence or fraud, or were made in bad faith); HTI MOB Portfolio (Upsizing)Guarantor; (e) the application by Borrower of the proceeds of the Loan for purposes other than the purposes represented by Borrower Borrowers to Administrative Agent or any Lender or intended or understood by Administrative Agent, any Lender Agent or Guarantor; (f) any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other aspects more burdensome than that of a principal; (g) Administrative Agent’s election (on behalf of Lenders)'s or Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2111(b)(2) of the Bankruptcy Code or any successor statute; and (h) any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code. It is agreed among Guarantor, Agent and Lender that the waivers set forth in this Guaranty (both in this Section and elsewhere) are of the essence of the transaction contemplated by the Loan Documents and that, but for this Guaranty and such waivers, Agent and Lender would decline to enter into the Loan Agreement.

Other Defenses. To the fullest extent permitted by applicable law, Guarantor irrevocably waives any other defenses (other than the defense of payment)defenses, set-offs or counterclaims (except for compulsory counterclaims) which may be available to BorrowerBorrowers, or any other Guarantor, and any and all other defenses now or at any time hereafter available to Guarantor (including without limitation those given to sureties) at law or in equity, including but not limited to any defenses based upon: (a) the incapacity, lack of authority, death or disability of any Borrower, any other Guarantor or Person; (b) the failure of Administrative Agent to commence (on behalf of Lenders) an action against Borrower Borrowers or any other Person or to proceed against or exhaust any security held by Administrative Agent, for the benefit of Lenders, at any time or to pursue any other remedy whatsoever at any time; (c) the consideration for this Guaranty; (d) any acts or omissions of Administrative Agent or any Lender Lenders which vary, increase or decrease the risk of Guarantor (except to the extent that such acts or omissions constitute gross negligence or fraud, or were made in bad faith); HTI MOB Portfolio (Upsizing)Guarantor; (e) the application by Borrower Borrowers of the proceeds of the Loan for purposes other than the purposes represented by Borrower Borrowers to Administrative Agent or any Lender and Lenders or intended or understood by Administrative Agent, any Lender Agent or Lenders or Guarantor; (f) any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other aspects more burdensome than that of a principal; (g) Administrative Agent’s election (on behalf of Lenders), in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2111(b)(2) of the Bankruptcy Code or any successor statute; and (h) any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code.

Other Defenses. Guarantor irrevocably waives any other defenses (other than the defense of payment)defenses, set-offs or counterclaims (except for compulsory counterclaims) which may be available to Borrower, or any other Guarantor, and any and all other defenses now or at any time hereafter available to Guarantor (including including, without limitation limitation, those given to sureties) at law or in equity, including but not limited to any defenses based upon: (a) the incapacity, lack of authority, death or disability of Borrower, any other Guarantor or Person; (b) the failure of Administrative Agent to commence (on behalf of Lenders) an action against Borrower or any other Person or to proceed against or exhaust any security held by Administrative Agent, for the benefit of Lenders, or by Lenders at any time or to pursue any other remedy whatsoever at any time; (c) the consideration for this Guaranty; (d) any acts or omissions of Administrative Agent or any Lender Lenders which vary, increase or decrease the risk of Guarantor (except to the extent that such acts or omissions constitute gross negligence or fraud, or were made in bad faith); HTI MOB Portfolio (Upsizing)Guarantor; (e) the application by Borrower of the proceeds of the Loan for purposes other than the purposes represented by Borrower to Administrative Agent or any Lender and Lenders or intended or understood by Administrative Agent, any Lender Lenders or Guarantor; (f) any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other aspects more burdensome than that of a principal; (g) Administrative Agent’s election (on behalf of Lenders), in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute; and (h) any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code.