Common use of Waiver and Agreement Clause in Contracts

Waiver and Agreement. Guarantor waives any and all notice of the -------------------- creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty. Guarantor unconditionally waives, to the extent permitted by law: (a) acceptance of this Guaranty and proof of reliance by any Beneficiary hereon; (b) notice of any of the matters referred to in Section 2, or any right to consent --------- or assent to any thereof; (c) all notices that may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against Guarantor, including without limitation, any demand, presentment, protest, proof or notice of nonpayment under the Construction Agency Agreement, the Lease, the Participation Agreement or any other Operative Document (other than notice of legal proceedings against Guarantor; provided, that the filing of -------- any suit against Guarantor in accordance with Applicable Laws and rules of court shall be deemed to constitute such notice), and notice of default or any failure on the part of Lessee to perform and comply with any covenant, agreement, term or condition of the Construction Agency Agreement, the Lease, the Participation Agreement or any other Operative Document; (d) any right to the enforcement, assertion or exercise against Lessee of any right, power, privilege or remedy conferred in the Construction Agency Agreement, the Lease, the Participation Agreement or any other Operative Document or otherwise; (e) any requirement of diligence on the part of any Person; (f) any requirement of any Beneficiary to take any action whatsoever, to exhaust any remedies or to mitigate the damages resulting from a default by any Person under the Construction Agency Agreement, the Lease, the Participation Agreement, or any other Operative Document; (g) any notice of any sale, transfer or other disposition by any Person of any right under, title to or interest in the Construction Agency Agreement, the Lease, the Participation Agreement, any other Operative Document or the Collateral; (h) any circumstance similar to the foregoing which might otherwise limit recourse against Guarantor by any Beneficiary, and (i) any other

Waiver and Agreement. Guarantor waives any and all notice of -------------------- the -------------------- creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty. Guarantor unconditionally waives, to the extent permitted by law: (a) acceptance of this Guaranty and proof of reliance by any Beneficiary hereon; (b) notice of any of the matters referred to in Section 22 hereof, or any right to consent or --------- or assent to any thereof; (c) all notices that may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against Guarantor, including without limitation, any demand, presentment, protest, proof or notice of nonpayment under the Construction Agency Participation Agreement, the Lease, the Participation Agreement Lease or any other Operative Document (other than notice of legal proceedings against Guarantor; provided, that the filing of -------- any suit against Guarantor in accordance with Applicable Laws and rules of court shall be deemed to constitute such notice)Agreement, and notice of default or any failure on the part of any Lessee to perform and comply with any covenant, agreement, term or condition of the Construction Agency Participation Agreement, the Lease, the Participation Agreement Lease or any other Operative DocumentAgreement; (d) any right to the enforcement, assertion or exercise against any Lessee of any right, power, privilege or remedy conferred in the Construction Agency Participation Agreement, the Lease, the Participation Agreement Lease or any other Operative Document Agreement or otherwise; (e) any requirement of diligence on the part of any Person; (f) any requirement of any Beneficiary to take any action whatsoever, to exhaust any remedies or to mitigate the damages resulting from a default by any Person under the Construction Agency Participation Agreement, the Lease, the Participation Agreement, Lease or any other Operative DocumentAgreement; (g) any notice of any sale, transfer or other disposition by any Person of any right under, title to or interest in the Construction Agency Participation Agreement, the Lease, the Participation Agreement, Lease any other Operative Document Agreement or the Collateral; (h) any and all benefits under California Civil Code Sections 2809, 2810, 2819, 2822, 2825, 2845, 2846, 2847, 2848, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580a, 580b, 580d and 726; and (i) any other circumstance similar to the foregoing which whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or that might otherwise limit recourse against Guarantor. Guarantor agrees that this Guaranty shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Lessees is rescinded or must be otherwise restored by any Beneficiaryof the Beneficiaries, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Guarantor further agrees that, without limiting the generality of this Guaranty, if an Event of Default shall have occurred and (i) any otherbe continuing and Agent is prevented by applicable law from exercising its remedies under the Lease, Agent shall be entitled to receive hereunder from Guarantor, upon demand therefor, the sums which would have otherwise been due from Lessees had such remedies been exercised.

Waiver and Agreement. Guarantor waives any and all notice of the -------------------- creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty. Guarantor unconditionally expressly waives, to the extent permitted by law: (a) notice of ADMIS’ acceptance of this Guaranty and proof Guarantee or any default or non-performance of reliance by any Beneficiary hereonPrincipal Party under the Agreement; (b) notice of any assignment by ADMIS of the matters referred to in Section 2, or any right to consent --------- or assent to any thereofAgreement; (c) all notices any defense, affirmative defense, or counterclaim: (i) that may be required by statuteGuarantor has not read or understands this Guarantee, rule of law or otherwise(ii) alleging, now asserting or hereafter in effect, claiming lack or insufficient consideration for or to preserve intact any rights against Guarantor, including without limitation, any demand, presentment, protest, proof support this Guarantee; or notice of nonpayment under the Construction Agency Agreement, the Lease, the Participation Agreement or any other Operative Document (other than notice of legal proceedings against Guarantor; provided, that the filing of -------- any suit against Guarantor in accordance with Applicable Laws and rules of court shall be deemed to constitute such notice), and notice of default or any failure on the part of Lessee to perform and comply with any covenant, agreement, term or condition of the Construction Agency Agreement, the Lease, the Participation Agreement or any other Operative Document; (d) any right defense, affirmative defense, offset, setoff, or counterclaim that Guarantor may have to an ADMIS claim against Principal Party. Guarantor further waives any and all of the enforcement, assertion or exercise following: any requirement that ADMIS take legal action against Lessee Principal Party before enforcing this Guarantee; any duty of diligence; demand of payment; receipt of copies of any rightstatement, powerreport, privilege document or remedy conferred in the Construction Agency Agreement, the Lease, the Participation Agreement other information provided or any other Operative Document or otherwisegiven to Principal Party; (e) any requirement notice of diligence on the part of any PersonPrincipal Party’s default; (f) any requirement of any Beneficiary to take and any action whatsoever, to exhaust any remedies taken by ADMIS in connection with such default. Guarantor acknowledges and agrees that amendment or to mitigate modification of the damages resulting from a default by any Person under the Construction Agency Agreement, the Lease, the Participation Agreement, or renewal, extension, forbearance or forgiveness of any of the Obligations, shall not in any manner release, affect or impair Guarantor’s liability under this Guarantee. Guarantor further acknowledges and agrees that any assignment of the Agreement, or release, extension, or other change with respect to any other Operative Document; (g) any notice guarantor of any salethe Obligations, transfer will not affect, impair or other disposition diminish Guarantor’s liability hereunder. Guarantor further agrees that no delay by any Person ADMIS in the assertion or enforcement of any right under the Agreement or this Guarantee shall act as a waiver or modification of such right and that no invalidity or impairment of the Agreement shall affect or impair Guarantor’s liability under, title to or interest in the Construction Agency Agreement, the Lease, the Participation Agreement, any other Operative Document or the Collateral; (h) any circumstance similar to the foregoing which might otherwise limit recourse against Guarantor by any Beneficiary, and (i) any other

Waiver and Agreement. Each Guarantor waives any and all notice of the -------------------- creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty. Each Guarantor unconditionally waives, to the extent permitted by law: (a) acceptance of this Guaranty and proof of reliance by any Beneficiary hereon; (b) notice of any of the matters referred to in Section 22 hereof, or any right to consent --------- or assent to any thereof; (c) all notices that may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against such Guarantor, including without limitation, any demand, presentment, protest, proof or notice of nonpayment under the Construction Agency Agreement, the Lease, the Participation Agreement Lease or any other Operative Document (other than notice of legal proceedings against Guarantor; provided, that the filing of -------- any suit against Guarantor in accordance with Applicable Laws and rules of court shall be deemed to constitute such notice)Document, and notice of default or any failure on the part of any Lessee to perform and comply with any covenant, agreement, term or condition of the Construction Agency Agreement, the Lease, the Participation Agreement Lease or any other Operative Document; (d) except to the extent expressly provided in Section 4, any right to the enforcement, assertion or exercise against any Lessee of any right, power, privilege or remedy conferred in the Construction Agency Agreement, the Lease, the Participation Agreement Lease or any other Operative Document or otherwise; (e) any requirement of diligence on the part of any Person; (f) any requirement of any Beneficiary to take any action whatsoever, to exhaust any remedies or to mitigate the damages resulting from a default by any Person under the Construction Agency Agreement, the Lease, the Participation Agreement, Lease or any other Operative Document; (g) except as otherwise required by law, any notice of any sale, transfer or other disposition by any Person of any right under, title to or interest in the Construction Agency Agreement, the Lease, the Participation Agreement, any other Operative Document or any of the CollateralEquipment; (h) any circumstance similar law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the foregoing which principal obligation; (i) any failure of any Beneficiary to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (j) the election by any Beneficiary, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code; (k) any extension of credit or the grant of any Lien under Section 364 of the Bankruptcy Code; (l) any use of cash collateral under Section 363 of the Bankruptcy Code; (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (n) the avoidance of any Lien in favor of any Beneficiary for any reason; (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding; (p) to the extent permitted in paragraph 40.495(4) of the Nevada Revised Statutes (“NRS”), the benefits of the one-action rule under NRS Section 40.430, or (q) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or that might otherwise limit recourse against any Guarantor. Each Guarantor represents and warrants to the Beneficiaries that it has established adequate means of obtaining from Lessees and any sublessees on a continuing basis, financial and other information pertaining to the businesses, operations and condition (financial and otherwise) of each Lessee and any such sublessees and their properties, and such Guarantor now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of each Lessee and any sublessees and their properties. Each Guarantor hereby expressly waives and relinquishes any duty on the part of any Beneficiary (should any such duty exist) to disclose to such Guarantor any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any Lessee or any sublessee or such party’s properties, whether now known or hereafter known by any BeneficiaryBeneficiary during the life of this Guaranty. With respect to any of the Guaranteed Obligations, no Beneficiary need inquire into the powers of any Lessee or any sublessee or the officers or employees acting or purporting to act on such party’s behalf, and (i) all Guaranteed Obligations made or created in good faith reliance upon the professed exercise of such power shall be guarantied hereby. Each Guarantor agrees that this Guaranty shall be automatically reinstated if and to the extent that for any otherreason any payment by or on behalf of any Lessee is rescinded or must be otherwise restored by any of the Beneficiaries, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Each Guarantor further agrees that, without limiting the generality of this Guaranty, if an Event of Default shall have occurred and be continuing and Trustee or its assignee is prevented by applicable law from exercising its remedies under the Lease, Trustee shall be entitled to receive hereunder from such Guarantor, upon demand therefor, the sums which would have otherwise been due from Lessees had such remedies been exercised.

Waiver and Agreement. Each Guarantor waives any and all notice of the -------------------- creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty. Each Guarantor unconditionally waives, to the extent permitted by law: (a) acceptance of this Guaranty and proof of reliance by any Beneficiary hereon; (b) notice of any of the matters referred to in Section 22 hereof, or any right to consent --------- or assent to any thereof; (c) all notices that may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against such Guarantor, including without limitation, any demand, presentment, protest, proof or notice of nonpayment under the Construction Agency Agreement, the Lease, the Participation Agreement Lease or any other Operative Document (other than notice of legal proceedings against Guarantor; provided, that the filing of -------- any suit against Guarantor in accordance with Applicable Laws and rules of court shall be deemed to constitute such notice)Document, and notice of default or any failure on the part of any Lessee to perform and comply with any covenant, agreement, term or condition of the Construction Agency Agreement, the Lease, the Participation Agreement Lease or any other Operative Document; (d) except to the extent expressly provided in Section 4, any right to the enforcement, assertion or exercise against any Lessee of any right, power, privilege or remedy conferred in the Construction Agency Agreement, the Lease, the Participation Agreement Lease or any other Operative Document or otherwise; (e) any requirement of diligence on the part of any Person; (f) any requirement of any Beneficiary to take any action whatsoever, to exhaust any remedies or to mitigate the damages resulting from a default by any Person under the Construction Agency Agreement, the Lease, the Participation Agreement, Lease or any other Operative Document; (g) any notice of any sale, transfer or other disposition by any Person of any right under, title to or interest in the Construction Agency Agreement, the Lease, the Participation Agreement, any other Operative Document or the Collateral; (h) any circumstance similar to the foregoing which might otherwise limit recourse against Guarantor by any Beneficiary, and (i) any other;

Waiver and Agreement. Guarantor waives any and all notice of the -------------------- creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty. Guarantor unconditionally waives, to the extent permitted by law: (a) acceptance of this Guaranty and proof of reliance by any Beneficiary hereon; (b) notice of any of the matters referred to in Section 2, or any right to consent --------- or assent to any thereof; (c) all notices that may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against Guarantor, including without limitation, any demand, presentment, protest, proof or notice of nonpayment under the Construction Agency Agreement, the Lease, the Participation Agreement any agreement or any other Operative Document instrument referred to in clause (other than notice a) of legal proceedings against Guarantor; provided, that the filing of -------- any suit against Guarantor in accordance with Applicable Laws and rules of court shall be deemed to constitute such notice)Section 2, and notice of default or any failure on the part of Lessee to perform and comply with any covenant, agreement, term or condition of the Construction Agency Agreement, the Lease, the Participation Agreement any agreement or any other Operative Documentinstrument referred to in clause (a) of Section 2; (d) any right to the enforcement, assertion or exercise against Lessee of any right, power, privilege or remedy conferred in the Construction Agency Agreement, the Lease, the Participation Agreement any agreement or any other Operative Document instrument referred to in clause (a) of Section 2 or otherwise; (e) any requirement of diligence on the part of any Person; (f) any requirement of any Beneficiary to take any action whatsoever, to exhaust any remedies or to mitigate the damages resulting from a default by any Person under the Construction Agency Agreement, the Lease, the Participation Agreement, any agreement or any other Operative Documentinstrument referred to in clause (a) of Section 2; (g) any notice of any sale, transfer or other disposition by any Person of any right under, title to or interest in the Construction Agency Agreement, the Lease, the Participation Agreement, any other Operative Document agreement or instrument referred to in clause (a) of Section 2 or the Collateral; and (h) any other circumstance similar to the foregoing which whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or that might otherwise limit recourse against Guarantor. Guarantor agrees that this Guaranty shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Lessee is rescinded or must be otherwise restored by any Beneficiaryof the Beneficiaries, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Guarantor further agrees that, without limiting the generality of this Guaranty, if a Lease Event of Default shall have occurred and be continuing and Trustee or its assignee is prevented by applicable law from exercising its remedies under the Lease or if any agreement or instrument referred to in clause (ia) of Section 2 shall be terminated as a result of the rejection or disaffirmance thereof by any othertrustee, receiver or liquidating agent of Lessee or any other Person upon the occurrence of an Insolvency Event, Guarantor's Guaranteed Obligations hereunder shall continue to the same extent as if Trustee had exercised any remedies available under the Lease and any such agreement or instrument had not been rejected or disaffirmed.

Waiver and Agreement. Guarantor waives any and all notice of the -------------------- creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty. Guarantor unconditionally waives, to the extent permitted by law: (a) acceptance of this Guaranty and proof of reliance by any Beneficiary hereon; (b) except as otherwise required in the Operative Documents, notice of any of the matters referred to in Section 23 hereof, or any right to consent --------- or assent to any thereof; (c) except as otherwise required in the Operative Documents, all notices that may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against Guarantor, including including, without limitation, any demand, presentment, protest, proof or notice of nonpayment under the Construction Agency Agreement, the Lease, the Participation Agreement Lease or any other Operative Document (other than notice of legal proceedings against Guarantor; provided, that the filing of -------- any suit against Guarantor in accordance with Applicable Laws and rules of court shall be deemed to constitute such notice)Document, and notice of default or any failure on the part of Lessee or any other Obligor to perform and comply with any covenant, agreement, term or condition of the Construction Agency Agreement, the Lease, the Participation Agreement or any other Operative DocumentDocument to which it is a party; (d) any right to the enforcement, assertion or exercise against Lessee of any right, power, privilege or remedy conferred in the Construction Agency Agreement, the Lease, the Participation Agreement or any other Operative Document or otherwise; (e) any requirement of diligence on the part of any Person; (fe) any requirement of any Beneficiary to take exhaust any action whatsoeverremedies, to exhaust any remedies marshal the sales of assets or to mitigate the damages resulting from a an event of default (after expiration of any applicable notice and cure periods) by any Person under the Construction Agency Agreement, the Lease, the Participation Agreement, Construction Agency Agreement or any other Operative Document; (gf) except as otherwise required in the Operative Documents, any notice of any sale, transfer or other disposition by any Person of any right under, title to or interest in the Construction Agency Agreement, the Lease, the Participation Agreement, Construction Agency Agreement or any other Operative Document or the Collateral; and (h) any other circumstance similar to the foregoing which whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or that might otherwise limit recourse against Guarantor hereunder (other than indefeasible payment and performance of the Guaranteed Obligations). Guarantor agrees that this Guaranty shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Lessee or any other Obligor is rescinded or must be otherwise restored by any Beneficiaryof the Beneficiaries, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Guarantor further agrees that, without limiting the generality of this Guaranty, if a Lease Event of Default shall have occurred and be continuing and Collateral Agent (ior, if all Commercial Paper Notes have been paid in full, Lessor) any otheris prevented by applicable law from exercising its remedies under the Lease, Collateral Agent or Lessor, as the case may be, shall be entitled to receive hereunder from Guarantor, upon demand therefor, the sums which would have otherwise been due from Lessee had such remedies been exercised.

Waiver and Agreement. Each Guarantor waives any and all notice of the -------------------- creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty. Each Guarantor unconditionally waives, to the extent permitted by law: (a) acceptance of this Guaranty and proof of reliance by any Beneficiary hereon; (b) notice of any of the matters referred to in Section 2, or any right to consent --------- or assent to any thereof; (c) all notices that may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against such Guarantor, including without limitation, any demand, presentment, protest, proof or notice of nonpayment under the Construction Agency Agreement, the Lease, the Participation Agreement any agreement or any other Operative Document instrument referred to in clause (other than notice a) of legal proceedings against Guarantor; provided, that the filing of -------- any suit against Guarantor in accordance with Applicable Laws and rules of court shall be deemed to constitute such notice)Section 2, and notice of default or any failure on the part of any Lessee to perform and comply with any covenant, agreement, term or condition of the Construction Agency Agreement, the Lease, the Participation Agreement any agreement or any other Operative Documentinstrument referred to in clause (a) of Section 2; (d) any right to the enforcement, assertion or exercise against any Lessee or Construction Agent of any right, power, privilege or remedy conferred in the Construction Agency Agreement, the Lease, the Participation Agreement any agreement or any other Operative Document instrument referred to in clause (a) of Section 2 or otherwise; (e) any requirement of diligence on the part of any Person; (f) any requirement of any Beneficiary to take any action whatsoever, to exhaust any remedies or to mitigate the damages resulting from a default by any Person under the Construction Agency Agreement, the Lease, the Participation Agreement, any agreement or any other Operative Documentinstrument referred to in clause (a) of Section 2; (g) any notice of any sale, transfer or other disposition by any Person of any right under, title to or interest in the Construction Agency Agreement, the Lease, the Participation Agreement, any other Operative Document agreement or the Collateral; (h) any circumstance similar instrument referred to the foregoing which might otherwise limit recourse against Guarantor by any Beneficiary, and (i) any otherin

Waiver and Agreement. Guarantor waives any and all notice of the -------------------- creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty Guarantee or acceptance of this GuarantyGuarantee, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this GuarantyGuarantee. Guarantor unconditionally waives, to the extent permitted by law: (a) acceptance of this Guaranty Guarantee and proof of reliance by any Beneficiary hereon; (b) notice of any of the matters referred to in Section 22 hereof, or any right to consent --------- or assent to any thereof; (c) all notices that may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against Guarantor, including without limitation, any demand, presentment, protest, proof or notice of nonpayment under the Construction Agency Participation Agreement, the Lease, the Participation Agreement Lease or any other Operative Document (other than notice of legal proceedings against Guarantor; provided, that the filing of -------- any suit against Guarantor in accordance with Applicable Laws and rules of court shall be deemed to constitute such notice)Agreement, and notice of default or any failure on the part of any Lessee to perform and comply with any covenant, agreement, term or condition of the Construction Agency Participation Agreement, the Lease, the Participation Agreement Lease or any other Operative DocumentAgreement; (d) any right to the enforcement, assertion or exercise against any Lessee of any right, power, privilege or remedy conferred in the Construction Agency Participation Agreement, the Lease, the Participation Agreement Lease or any other Operative Document Agreement or otherwise; (e) any requirement of diligence on the part of any Person; (f) any requirement of any Beneficiary to take any action whatsoever, to exhaust any remedies or to mitigate the damages resulting from a default by any Person under the Construction Agency Participation Agreement, the Lease, the Participation Agreement, Lease or any other Operative DocumentAgreement; (g) any notice of any sale, transfer or other disposition by any Person of any right under, title to or interest in the Construction Agency Participation Agreement, the Lease, the Participation Agreement, Lease any other Operative Document Agreement or the Collateral; (h) any and all benefits under California Civil Code Sections 2809, 2810, 2819, 2822, 2825, 2845, 2846, 2847, 2848, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580a, 580b, 580d and 726; and (i) any other circumstance similar to the foregoing which whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or that might otherwise limit recourse against Guarantor. Guarantor agrees that this Guarantee shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Lessees is rescinded or must be otherwise restored by any Beneficiaryof the Beneficiaries, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Guarantor further agrees that, without limiting the generality of this Guarantee, if an Event of Default shall have occurred and (i) any otherbe continuing and Agent is prevented by applicable law from exercising its remedies under the Lease, Agent shall be entitled to receive hereunder from Guarantor, upon demand therefor, the sums which would have otherwise been due from Lessees had such remedies been exercised.

Waiver and Agreement. Guarantor waives any and all notice of the -------------------- creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary such Noteholder upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty. Guarantor unconditionally waives, to the maximum extent permitted by law: (a) acceptance of this Guaranty and proof of reliance by any Beneficiary such Noteholder hereon; (b) notice of any of the matters referred to in Section 22 hereof, or any right to consent --------- or assent to any thereof; (c) all notices that may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against Guarantor, including including, without limitation, any demand, presentment, protest, proof or notice of nonpayment under the Construction Agency Agreement, the Lease, the Participation Agreement or any other Operative Document (other than notice of legal proceedings against Guarantor; provided, that the filing of -------- any suit against Guarantor in accordance with Applicable Laws and rules of court shall be deemed to constitute such notice)Note, and notice of default or any failure on the part of Lessee Obligor to perform and comply with any covenant, agreement, term or condition of the Construction Agency Agreement, the Lease, the Participation Agreement or any other Operative Documentsuch Note; (d) any right to the enforcement, assertion or exercise against Lessee requirement of any right, power, privilege or remedy conferred in the Construction Agency Agreement, the Lease, the Participation Agreement or any other Operative Document or otherwisediligence; (e) any requirement of diligence on the part of to file any Person; (f) claims with any requirement of any Beneficiary to take any action whatsoevercourt, to exhaust any remedies rights, actions or remedies, including without limitation to proceed first against Obligor or any other person, to marshal the sales of assets or to mitigate the damages resulting from a an event of default by (after expiration of any Person applicable notice and cure periods) under the Construction Agency Agreement, the Lease, the Participation Agreement, or any other Operative Documentsuch Note; (gf) any notice of any sale, transfer or other disposition by any Person person of any right under, title to or interest in the Construction Agency Agreement, the Lease, the Participation Agreement, any other Operative Document such Note or the Collateralcollateral thereunder now or hereafter given; and (h) any requirements that any Noteholder or other person protect, perfect or insure any lien or any property subject thereto, (i) any defense, offset or counterclaim arising by reason of any claim or defense based upon any action by any Noteholder or other person and (j) any other circumstance similar to the foregoing which whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or that might otherwise limit recourse against Guarantor hereunder (other than indefeasible payment and performance of the Guaranteed Obligations). Guarantor agrees that this Guaranty shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Obligor is rescinded or must be otherwise restored by any Beneficiaryof the Noteholders, and (i) whether as a result of any otherproceedings in bankruptcy or reorganization or otherwise.

Waiver and Agreement. Guarantor waives any and all notice of the -------------------- creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty. Guarantor unconditionally waives, to the extent permitted by law: (a) acceptance of this Guaranty and proof of reliance by any Beneficiary hereon; (b) notice of any of the matters referred to in Section 2, or any right to consent --------- or assent to any thereof; , (c) all notices that may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against Guarantor, including without limitation, any demand, presentment, protest, proof or notice of nonpayment under the Construction Agency Agreement, the Lease, the Participation Asset Use Agreement or any other Operative Document (other than notice of legal proceedings against Guarantor; provided, that the filing of -------- any suit against Guarantor in accordance with Applicable Laws and rules of court shall be deemed to constitute such notice)Document, and notice of default or any failure on the part of Lessee Obligor to perform and comply with any covenant, agreement, term or condition of the Construction Agency Agreement, the Lease, the Participation Asset Use Agreement or any other Operative Document; (d) except to the extent expressly provided in Section 4, any right to the enforcement, assertion or exercise against Lessee Obligor of any right, power, privilege or remedy conferred in the Construction Agency Agreement, the Lease, the Participation Asset Use Agreement or any other Operative Document or otherwise; (e) any requirement of diligence on the part of any Person; (f) any requirement of any Beneficiary to take any action whatsoever, to exhaust any remedies or to mitigate the damages resulting from a default by any Person Obligor under the Construction Agency Agreement, the Lease, the Participation Agreement, Asset Use Agreement or any other Operative Document; and (g) any notice of any sale, transfer or other disposition by any Person of any right under, title to or interest in the Construction Agency Agreement, the Lease, the Participation Asset Use Agreement, any other Operative Document or the Collateral; (h) any circumstance similar Assets. Guarantor agrees that, without limiting the generality of this Guaranty, if an Event of Default shall have occurred and be continuing and Obligee is prevented by applicable law from exercising its remedies under the Asset Use Agreement, Obligee shall be entitled to receive hereunder from Guarantor, upon demand therefor, the foregoing sums which might would have otherwise limit recourse against Guarantor by any Beneficiary, and (i) any otherbeen due from Obligor had such remedies been exercised.