Common use of Waiver and Subordination Clause in Contracts

Waiver and Subordination. Until such time as this Guaranty is terminated in accordance with Section 19 hereof, each Guarantor (a) waives to the fullest extent permitted by law: (i) any rights that Guarantor may have against Developer by reason of any one or more payments or acts in compliance with the obligations of Guarantor hereunder, (ii) any rights to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against Guarantor, (iii) all rights and remedies accorded by applicable law to sureties or guarantors, except any rights of subrogation and contribution (the exercise of which are subject to the terms of this Guaranty), (iv) to presentment for payment, demand, protest, notice of nonpayment or failure to perform or observe, or any other proof, notice or demand (except as may be otherwise expressly required herein), (v) any principles or provisions of law, statutory, or otherwise, that are or might be in conflict with this Guaranty and any legal or equitable discharge of the Guarantor’s obligations and (vi) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof; and (b) subordinates any liability or indebtedness of Developer held by Guarantor to the obligations of Developer to the FCRHA under the DLA for the Guaranteed Obligations. Each Guarantor agrees that any liability or indebtedness of Developer held by Guarantor is subordinate to Developer’s obligations to the FCRHA under the DLA. Each Guarantor agrees that no payment by it under this Guaranty shall give rise to any rights of subrogation against Developer.