Common use of Waiver of Certain Defenses Clause in Contracts

Waiver of Certain Defenses. (a) Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower, or the cessation from any cause whatsoever of the liability of the Borrower, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor relief proceeding, or from any other cause, including any such defense or cessation of liability arising from or as a result of any claim of fraudulent transfer or preference, or any claim that such Guarantor's obligations exceed or are more burdensome than those of the Borrower. Each Guarantor waives any defense arising by reason of any statute of limitations affecting the liability of the Borrower. Each Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed such Guarantor's rights of subrogation and reimbursement against the Borrower by operation of Section 580d of the California Code of Civil Procedure (if applicable) or other applicable law, and all rights or defenses such Guarantor may have by reason of protection afforded to the Borrower with respect to the Guaranteed Obligations pursuant to the antideficiency laws or other laws of the State of California (or other applicable jurisdiction) limiting or discharging the Guaranteed Obligations. Each Guarantor waives any benefit of, and any right to participate in, any security or other guaranty now or hereafter held by the Agent or any Lender securing the Guaranteed Obligations. (b) Until the indebtedness shall have been paid in full, even though the indebtedness is in excess of such Guarantor's liability hereunder, each Guarantor waives any right of subrogation, reimbursement, indemnification, and contribution (contractual, statutory, or otherwise) including, without limitation, any claim or right of subrogation under the Bankruptcy Code (Title 11, United States Code) or any successor statute, arising from the existence or performance of this Guaranty, and each Guarantor waives any right to enforce any remedy which Lender now has or may hereafter have against Borrower and waives any benefit of and any right to participate in any security now or hereafter held by Lender. (c) Each Guarantor understands and acknowledges that if Lender forecloses, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the indebtedness, that foreclosure could impair or destroy any ability that such Guarantor may have to seek reimbursement, contribution, or indemnification from Borrower or others based on any right such Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Guarantor under this Guaranty. Each Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of Guarantor's rights, if any, may entitle such Guarantor to assert a defense to this Guaranty based on Section

Waiver of Certain Defenses. The obligations of each Borrower hereunder are absolute, unconditional, complete and continuing and shall not be released, in whole or in part, by any action or thing which might, but for this provision, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations hereunder. No notice of the Obligations or of any renewal or extension thereof need be given to a Borrower and none of the foregoing acts shall release any Borrower from liability hereunder. Each Borrower hereby expressly waives (a) Each Guarantor waives demand of payment, presentment, protest, notice of dishonor, nonpayment or nonperformance on any defense arising by reason and all forms of the Obligations; (b) notice of acceptance of the Notes and notice of any disability liability to which it may apply; (c) all other notices and demands of any kind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all defenses of any other Borrower pertaining to the Obligations except for the defense of the Borrower, or the cessation from any cause whatsoever of the liability of the Borrower, whether consensual or arising discharge by operation of law or any bankruptcy, insolvency or debtor relief proceeding, or from any other cause, including any such defense or cessation of liability arising from or as a result of any claim of fraudulent transfer or preference, or any claim that such Guarantor's obligations exceed or are more burdensome than those of the Borrowerpayment. Each Guarantor waives any defense arising by reason of any statute of limitations affecting the liability of the Borrower. Each Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure No Borrower shall be exonerated with respect to security for its liabilities under the Guaranteed Obligations, has destroyed such Guarantor's rights of subrogation Notes or this Agreement by any act or thing except irrevocable payment and reimbursement against the Borrower by operation of Section 580d performance of the California Code of Civil Procedure (if applicable) Obligations. The Lender is expressly authorized to amend, modify, extend or supplement the Notes, any note or other applicable law, instrument evidencing the Obligations or any part thereof and all rights or defenses such Guarantor may have by reason of protection afforded to the Borrower any other agreement with respect to the Guaranteed Obligations, waive compliance by a Borrower or any other Person with the respective terms thereof and settle or compromise any of the Obligations without notice to any other Borrower and without in any manner affecting the absolute liabilities of any other Borrower hereunder. The liabilities of each Borrower hereunder shall not be affected or impaired by any failure, delay, neglect or omission on the part of the Lender to realize upon any of the Obligations of any Borrower to the Lender. No act or omission of the Lender, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of a Borrower, shall affect or impair the obligations of the any other Borrower hereunder. Each Borrower hereby waives any and all right to cause a marshalling of the assets of any Borrower or any other action by any court or other governmental body with respect thereto and further waives any and all requirements that the Lender institute any action or proceeding at law or in equity, or obtain any judgment, against any other Borrower or any other Person for the Obligations, as a condition precedent to making demand on or bringing an action or obtaining and/or enforcing a judgment against, any Borrower hereunder. Any remedy or right hereby granted which shall be found to be unenforceable as to any Person or under any circumstance, for any reason, shall in no way limit or prevent the enforcement of such remedy or right as to any other Person or circumstance, nor shall such unenforceability limit or prevent enforcement of any other remedy or right hereby granted. Notwithstanding any payment or payments made by a Borrower hereunder or any setoff or application of funds of a Borrower by the Lender, no Borrower shall be entitled to be subrogated to any of the rights of the Lender against another Borrower or right of offset held by the Lender for the payment of the Obligations, nor shall any Borrower seek or be entitled to seek any contribution or reimbursement from another Borrower in respect of payments made by a Borrower hereunder until the Obligations have been irrevocably paid in full. References in this Agreement to amounts "irrevocably paid" or to "irrevocable payment" refer to payments that cannot be set aside, recovered, rescinded or required to be returned for any reason. Each Borrower expressly agrees that its liabilities and obligations under this Agreement shall not in any way be impaired or otherwise affected by the institution by or against another Borrower or any other Person of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or any other similar proceedings for relief under any bankruptcy law or similar law for the relief of debtors and that any discharge of any of the Obligations pursuant to the antideficiency laws any such bankruptcy or similar law or other laws law shall not diminish, discharge or otherwise affect in any way the obligations of such Borrower under this Agreement, and that upon the institution of any of the State of California (or other applicable jurisdiction) limiting or discharging the Guaranteed Obligations. Each Guarantor waives any benefit of, and any right to participate in, any security or other guaranty now or hereafter held by the Agent or any Lender securing the Guaranteed Obligations. (b) Until the indebtedness shall have been paid in full, even though the indebtedness is in excess of such Guarantor's liability hereunder, each Guarantor waives any right of subrogation, reimbursement, indemnification, and contribution (contractual, statutory, or otherwise) including, without limitation, any claim or right of subrogation under the Bankruptcy Code (Title 11, United States Code) or any successor statute, arising from the existence or performance of this Guaranty, and each Guarantor waives any right to enforce any remedy which Lender now has or may hereafter have against Borrower and waives any benefit of and any right to participate in any security now or hereafter held by Lender. (c) Each Guarantor understands and acknowledges that if Lender forecloses, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the indebtedness, that foreclosure could impair or destroy any ability that such Guarantor may have to seek reimbursement, contribution, or indemnification from Borrower or others based on any right such Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Guarantor under this Guaranty. Each Guarantor further understands and acknowledges that in the absence of this paragraphabove actions, such potential impairment or destruction of Guarantor's rights, if any, may entitle such Guarantor to assert a defense to this Guaranty based on Sectionobligations shall be enforceable against the remaining Borrower.

Waiver of Certain Defenses. (a) Each Guarantor jointly and severally guarantees that the Guarantied Obligations will be paid in accordance with the terms of the Loan Documents, regardless of any Law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender with respect thereto. The obligations of each Guarantor under this Security Agreement are independent of the Guarantied Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against any other Guarantor or whether any other Guarantor is joined in any such action or actions. The liability of each Guarantor under this Security Agreement shall be absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defense it may now or hereafter have in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner, or place of payment of, or in any other term of, all or any of the Guarantied Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Guarantied Obligations resulting from the extension of additional credit; (iii) any taking, exchange, release, or non-perfection of any Lien on any Collateral, or any taking, release, surrender, compromise, amendment, waiver of, or consent to departure from any other guaranty, for all or any of the Guarantied Obligations; (iv) the existence of any claim, set-off, defense, or other right that any Guarantor may have at any time against any Person, including Xxxxxx; (v) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guarantied Obligations or any security therefor; (vi) any right or defense arising by reason of any disability claim or other defense of the Borrower, or the cessation from any cause whatsoever of the liability of the Borrower, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor relief proceeding, or from any other cause, including any such defense or cessation of liability arising from or as a result of any claim of fraudulent transfer or preference, or any claim that such Guarantor's obligations exceed or are more burdensome than those of the Borrower. Each Guarantor waives any defense arising by reason of any statute of limitations affecting the liability of the Borrower. Each Guarantor waives all rights and defenses arising out of based upon an election of remedies by the Agent Xxxxxx including any defense based upon an impairment or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed such Guarantor's rights of subrogation and reimbursement against the Borrower by operation of Section 580d of the California Code of Civil Procedure (if applicable) or other applicable law, and all rights or defenses such Guarantor may have by reason of protection afforded to the Borrower with respect to the Guaranteed Obligations pursuant to the antideficiency laws or other laws of the State of California (or other applicable jurisdiction) limiting or discharging the Guaranteed Obligations. Each Guarantor waives any benefit of, and any right to participate in, any security or other guaranty now or hereafter held by the Agent or any Lender securing the Guaranteed Obligations. (b) Until the indebtedness shall have been paid in full, even though the indebtedness is in excess elimination of such Guarantor's liability hereunder, each Guarantor waives any right of subrogation, reimbursement, indemnification, and contribution (contractual, statutory, or otherwise) including, without limitation, any claim or right of subrogation under the Bankruptcy Code (Title 11, United States Code) or any successor statute, arising from the existence or performance of this Guaranty, and each Guarantor waives any right to enforce any remedy which Lender now has or may hereafter have against Borrower and waives any benefit of and any right to participate in any security now or hereafter held by Lender. (c) Each Guarantor understands and acknowledges that if Lender forecloses, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the indebtedness, that foreclosure could impair or destroy any ability that such Guarantor may have to seek reimbursement, contribution, or indemnification from Borrower or others based on any right such Guarantor may have ’s rights of subrogation, reimbursement, contribution, or indemnification for any amounts paid by indemnity of such Guarantor under this Guaranty. Each Guarantor further understands and acknowledges against any other Grantor or any guarantors or sureties; (vii) any change, restructuring, or termination of the corporate, limited liability company, or partnership structure or existence of any Grantor; or (viii) any other circumstance that in the absence of this paragraph, such potential impairment or destruction of Guarantor's rights, if any, may entitle such Guarantor to assert might otherwise constitute a defense to this Guaranty based on Sectionavailable to, or a discharge of, any Grantor or any other guarantor or surety.

Waiver of Certain Defenses. Guarantor waives: (a) Each Guarantor waives any defense arising by reason notice of any disability or other defense acceptance of this Guarantee and of the BorrowerObligations and any action taken with regard thereto; (b) presentment, demand for payment, protest, notice of dishonor or non-payment, suit, or the cessation from taking of any cause whatsoever of the liability of the Borrowerother action by Guaranteed Party against Obligor, whether consensual Guarantor or arising by operation of law others; (c) any right to require Guaranteed Party to proceed against Obligor or any bankruptcy, insolvency or debtor relief proceedingother person, or from to require Guaranteed Party first to exhaust any remedies against Obligor or any other causeperson, including any such defense or cessation of liability arising from or as a result of any claim of fraudulent transfer or preference, or any claim that such Guarantor's obligations exceed or are more burdensome than those of the Borrower. Each before proceeding against Guarantor waives hereunder; and (d) any defense arising by reason of any statute of limitations affecting the liability of the Borrower. Each Guarantor waives all rights and defenses arising out of based upon (i) an election of remedies by Guaranteed Party; (ii) a change in the Agent financial condition, corporate existence, structure or ownership of the Guarantor or Obligor; (iii) the institution by or against Obligor or any Lenderother person or entity of any bankruptcy, even though winding-up, liquidation, dissolution, insolvency, reorganization or other similar proceeding affecting Obligor or its assets or any resulting release, stay or discharge of any Obligations; (iv) any lack or limitation of power, incapacity or disability on the part of Obligor or of its directors, partners or agents or any other irregularity, defect or informality on the part of Obligor in the authorization of the Obligations; and (v) any duty of Guaranteed Party to disclose to Guarantor any facts concerning Obligor, the Agreement or the Project, or any other circumstances that election might increase the risk to Guarantor under this Guarantee, whether now known or hereafter learned by Guaranteed Party, it being understood that Guarantor is capable of remediesand assumes the responsibility for being and remaining informed as to all such facts and circumstances. Without limitation to the foregoing, Guaranteed Party shall have the right to at any time and from time to time without notice to or consent of Guarantor and without impairing or releasing the obligations of Guarantor hereunder: (a) renew, compromise, extend, accelerate or otherwise change, substitute or supersede the Obligations; (b) take or fail to take any action of any kind in respect of any security for the Obligations, or impair, exhaust, exchange, enforce, waive or release any such as a nonjudicial foreclosure security; (c) exercise or refrain from exercising any rights against Obligor or others in respect of the Obligations; or (d) compromise or subordinate the Obligations, including any security therefor, or grant any forbearances or waivers, on one or more occasions, for any length of time, or accept settlements with respect to security for the Guaranteed Obligations, has destroyed such GuarantorObligor's rights performance of subrogation and reimbursement against the Borrower by operation of Section 580d any of the California Code of Civil Procedure (if applicable) or other applicable lawObligations. Except as expressly set forth in this Section 3, Guarantor shall be entitled to assert any and all rights rights, setoffs, counterclaims and other defenses that Obligor may have to payment or performance of any of the Obligations and also shall be entitled to assert any and all rights, setoffs, counterclaims and other defenses such that the Guarantor may have by reason of protection afforded to the Borrower with respect to against the Guaranteed Obligations pursuant to the antideficiency laws or other laws of the State of California (or other applicable jurisdiction) limiting or discharging the Guaranteed Obligations. Each Guarantor waives any benefit of, and any right to participate in, any security or other guaranty now or hereafter held by the Agent or any Lender securing the Guaranteed ObligationsParty. (b) Until the indebtedness shall have been paid in full, even though the indebtedness is in excess of such Guarantor's liability hereunder, each Guarantor waives any right of subrogation, reimbursement, indemnification, and contribution (contractual, statutory, or otherwise) including, without limitation, any claim or right of subrogation under the Bankruptcy Code (Title 11, United States Code) or any successor statute, arising from the existence or performance of this Guaranty, and each Guarantor waives any right to enforce any remedy which Lender now has or may hereafter have against Borrower and waives any benefit of and any right to participate in any security now or hereafter held by Lender. (c) Each Guarantor understands and acknowledges that if Lender forecloses, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the indebtedness, that foreclosure could impair or destroy any ability that such Guarantor may have to seek reimbursement, contribution, or indemnification from Borrower or others based on any right such Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Guarantor under this Guaranty. Each Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of Guarantor's rights, if any, may entitle such Guarantor to assert a defense to this Guaranty based on Section

Waiver of Certain Defenses. (a) Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower, or the cessation from any cause whatsoever of the liability of the Borrower, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor relief proceeding, or from any other cause, including any such defense or cessation of liability arising from or as a result of any claim of fraudulent transfer or preference, or any claim that such Guarantor's obligations exceed or are more burdensome than those of the Borrower. Each Guarantor waives any defense arising by reason of any statute of limitations affecting the liability of the Borrower. Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed such Guarantor's rights of subrogation and reimbursement against the Borrower by operation of Section 580d of the California Code of Civil Procedure (if applicable) or other applicable law, and all rights or defenses such Guarantor may have by reason of protection afforded to the Borrower with respect to the Guaranteed Obligations pursuant to the antideficiency laws or other laws of the State of California (or other applicable jurisdiction) limiting or discharging the Guaranteed Obligations. Each Guarantor waives any benefit of, and any right to participate in, any security or other guaranty now or hereafter held by the Administrative Agent or any Lender securing the Guaranteed Obligations. (b) Until the indebtedness Obligations shall have been paid in full, even though the indebtedness is Obligations are in excess of such Guarantor's liability hereunder, each Guarantor waives any right of subrogation, reimbursement, indemnification, and contribution (contractual, statutory, or otherwise) including, without limitation, any claim or right of subrogation under the Bankruptcy Code (Title 11, United States Code) or any successor statute, arising from the existence or performance of this Guaranty, and each Guarantor waives any right to enforce any remedy which Lender now has or may hereafter have against Borrower and waives any benefit of and any right to participate in any security now or hereafter held by Administrative Agent or any Lender. (c) Each Guarantor understands and acknowledges that if Administrative Agent or any Lender forecloses, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the indebtedness, that foreclosure could impair or destroy any ability that such Guarantor may have to seek reimbursement, contribution, or indemnification from Borrower or others based on any right such Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Guarantor under this Guaranty. Each Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of Guarantor's rights, if any, may entitle such Guarantor to assert a defense to this Guaranty based on SectionSection 580d of the California Code of Civil Procedure as interpreted in Union Bank x.

Waiver of Certain Defenses. (a) Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower, or the cessation from any cause whatsoever of the liability of the Borrower, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor relief proceeding, or from any other cause, including any such defense or cessation of liability arising from or as a result of any claim of fraudulent transfer or preference, or any claim that such Guarantor's obligations exceed or are more burdensome than those of the Borrower. Each Guarantor waives any defense arising by reason of any statute of limitations affecting the liability of the Borrower. Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed such Guarantor's rights of subrogation and reimbursement against the Borrower by operation of Section 580d of the California Code of Civil Procedure (if applicable) or other applicable law, and all rights or defenses such Guarantor may have by reason of protection afforded to the Borrower with respect to the Guaranteed Obligations pursuant to the antideficiency laws or other laws of the State of California (or other applicable jurisdiction) limiting or discharging the Guaranteed Obligations. Each Guarantor waives any benefit of, and any right to participate in, any security or other guaranty now or hereafter held by the Agent or any Lender securing the Guaranteed Obligations. (b) Until the indebtedness Obligations shall have been paid in full, even though the indebtedness Obligations is in excess of such Guarantor's liability hereunder, each Guarantor waives any right of subrogation, reimbursement, indemnification, and contribution (contractual, statutory, or otherwise) including, without limitation, any claim or right of subrogation under the Bankruptcy Code (Title 11, United States Code) or any successor statute, arising from the existence or performance of this Guaranty, and each Guarantor waives any right to enforce any remedy which Lender now has or may hereafter have against Borrower and waives any benefit of and any right to participate in any security now or hereafter held by Administrative Agent or any Lender. (c) Each Guarantor understands and acknowledges that if Administrative Agent or any Lender forecloses, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the indebtedness, that foreclosure could impair or destroy any ability that such Guarantor may have to seek reimbursement, contribution, or indemnification from Borrower or others based on any right such Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Guarantor under this Guaranty. Each Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of Guarantor's rights, if any, may entitle such Guarantor to assert a defense to this Guaranty based on SectionSection 580d of the California Code of Civil Procedure as interpreted in UNION BANK X.

Waiver of Certain Defenses. (a) Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower, or the cessation from any cause whatsoever of the liability of the Borrower, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor relief proceeding, or from any other cause, including any such defense or cessation of liability arising from or as a result of any claim of fraudulent transfer or preference, or any claim that such Guarantor's obligations exceed or are more burdensome than those of the Borrower. Each Guarantor waives any defense arising by reason of any statute of limitations affecting the liability of the Borrower. Each Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed such Guarantor's rights of subrogation and reimbursement against the Borrower by operation of Section 580d of the California Code of Civil Procedure (if applicable) or other applicable law, and all rights or defenses such Guarantor may have by reason of protection afforded to the Borrower with respect to the Guaranteed Obligations pursuant to the antideficiency laws or other laws of the State of California (or other applicable jurisdiction) limiting or discharging the Guaranteed Obligations. Each Guarantor waives any benefit of, and any right to participate in, any security or other guaranty now or hereafter held by the Agent or any Lender securing the Guaranteed Obligations. (ba) Until the indebtedness shall have been paid in full, even though the indebtedness is in excess of such Guarantor's liability hereunder, each Guarantor waives any right of subrogation, reimbursement, indemnification, and contribution (contractual, statutory, or otherwise) including, without limitation, any claim or right of subrogation under the Bankruptcy Code (Title 11, United States Code) or any successor statute, arising from the existence or performance of this Guaranty, and each Guarantor waives any right to enforce any remedy which Lender now has or may hereafter have against Borrower and waives any benefit of and any right to participate in any security now or hereafter held by Lender. (cb) Each Guarantor understands and acknowledges that if Lender forecloses, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the indebtedness, that foreclosure could impair or destroy any ability that such Guarantor may have to seek reimbursement, contribution, or indemnification from Borrower or others based on any right such Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Guarantor under this Guaranty. Each Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of Guarantor's rights, if any, may entitle such Guarantor to assert a defense to this Guaranty based on SectionSection 580d of the California Code of Civil Procedure as interpreted in Union Bank v.

Waiver of Certain Defenses. (a) Each Guarantor jointly and severally guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Agent or any Lender Party with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guarantied Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against any other Guarantor or whether any other Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defense it may now or hereafter have in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner, or place of payment of, or in any other term of, all or any of the Guarantied Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Guarantied Obligations resulting from the extension of additional credit; (iii) any taking, exchange, release, or non-perfection of any Lien in and to any Collateral, or any taking, release, amendment, waiver of, or consent to departure from any other guaranty, for all or any of the Guarantied Obligations; (iv) the existence of any claim, set-off, defense, or other right that any Guarantor may have at any time against any Person, including Agent or any Lender Party; (v) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guarantied Obligations or any security therefor; (vi) any right or defense arising by reason of any disability claim or other defense of the Borrower, or the cessation from any cause whatsoever of the liability of the Borrower, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor relief proceeding, or from any other cause, including any such defense or cessation of liability arising from or as a result of any claim of fraudulent transfer or preference, or any claim that such Guarantor's obligations exceed or are more burdensome than those of the Borrower. Each Guarantor waives any defense arising by reason of any statute of limitations affecting the liability of the Borrower. Each Guarantor waives all rights and defenses arising out of based upon an election of remedies by the Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed such Guarantor's rights of subrogation and reimbursement against the Borrower by operation of Section 580d of the California Code of Civil Procedure (if applicable) or other applicable law, and all rights or defenses such Guarantor may have by reason of protection afforded to the Borrower with respect to the Guaranteed Obligations pursuant to the antideficiency laws or other laws of the State of California (or other applicable jurisdiction) limiting or discharging the Guaranteed Obligations. Each Guarantor waives any benefit of, and any right to participate in, any security or other guaranty now or hereafter held by the Agent or any Lender securing the Guaranteed Obligations. (b) Until the indebtedness shall have been paid in full, even though the indebtedness is in excess Party including any defense based upon an impairment or elimination of such Guarantor's liability hereunder, each Guarantor waives any right of subrogation, reimbursement, indemnification, and contribution (contractual, statutory, or otherwise) including, without limitation, any claim or right of subrogation under the Bankruptcy Code (Title 11, United States Code) or any successor statute, arising from the existence or performance of this Guaranty, and each Guarantor waives any right to enforce any remedy which Lender now has or may hereafter have against Borrower and waives any benefit of and any right to participate in any security now or hereafter held by Lender. (c) Each Guarantor understands and acknowledges that if Lender forecloses, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the indebtedness, that foreclosure could impair or destroy any ability that such Guarantor may have to seek reimbursement, contribution, or indemnification from Borrower or others based on any right such Guarantor may have ’s rights of subrogation, reimbursement, contribution, or indemnification for any amounts paid by indemnity of such Guarantor under this Guaranty. Each Guarantor further understands and acknowledges against any other Grantor or any guarantors or sureties; (vii) any change, restructuring, or termination of the corporate, limited liability company, or partnership structure or existence of any Grantor; or (viii) any other circumstance that in the absence of this paragraph, such potential impairment or destruction of Guarantor's rights, if any, may entitle such Guarantor to assert might otherwise constitute a defense to this Guaranty based on Sectionavailable to, or a discharge of, any Grantor or any other guarantor or surety.

Waiver of Certain Defenses. (a) Each Guarantor Citigroup Affiliate Pledgor waives any defense arising by reason of any disability or other defense of the BorrowerCitigroup, or the cessation from any cause whatsoever of the liability of the BorrowerCitigroup, in either case other than final payment in full of all Citigroup Loan Obligations, whether consensual or arising by operation of law or any bankruptcy, conservatorship, receivership, insolvency or debtor relief proceeding, or from any other cause, including any such defense or cessation of liability arising from or as a result of any claim of fraudulent transfer or preference, or any claim that such Guarantor's any Citigroup Affiliate Pledgor’s obligations exceed or are more burdensome than those of Citigroup either individually or in the Borroweraggregate. Each Guarantor waives Citigroup Affiliate Pledgor waives, to the fullest extent permitted under applicable law, any defense arising by reason of any statute of limitations affecting the liability liabilities of the BorrowerCitigroup. Each Guarantor Citigroup Affiliate Pledgor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed such Guarantor's rights of subrogation and reimbursement against the Borrower by operation of Section 580d of the California Code of Civil Procedure (if applicable) or other applicable law, and all rights or defenses such Guarantor may have by reason of protection afforded to the Borrower with respect to the Guaranteed Obligations pursuant to the antideficiency laws or other laws of the State of California (or other applicable jurisdiction) limiting or discharging the Guaranteed ObligationsFRBNY. Each Guarantor Citigroup Affiliate Pledgor waives any benefit of, and any right to participate in, any security or other guaranty now or hereafter held by the Agent or any Lender FRBNY securing the Guaranteed Secured Obligations. (b) Until No invalidity, irregularity or unenforceability of the indebtedness shall have been paid in full, even though the indebtedness is in excess obligations or liabilities of such Guarantor's liability hereunder, each Guarantor waives any right of subrogation, reimbursement, indemnification, and contribution (contractual, statutory, or otherwise) including, without limitation, any claim or right of subrogation Citigroup under the Bankruptcy Code (Title 11, United States Code) Master Agreement or any successor statuteother agreement between Citigroup and FRBNY shall affect, arising from the existence or performance of this Guaranty, and each Guarantor waives any right to enforce any remedy which Lender now has or may hereafter have against Borrower and waives any benefit of and any right to participate in any security now or hereafter held by Lender. (c) Each Guarantor understands and acknowledges that if Lender forecloses, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the indebtedness, that foreclosure could impair or destroy any ability that such Guarantor may have to seek reimbursement, contribution, or indemnification from Borrower or others based on any right such Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Guarantor under this Guaranty. Each Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of Guarantor's rights, if any, may entitle such Guarantor to assert be a defense to this Guaranty based on SectionAgreement. Each Citigroup Affiliate Pledgor hereby waives any and all benefits and defenses under any statute, regulation, judicial decision or other law which purports to exonerate or reduce the liability of a surety as a result of any disability or absence of liability of the principal or any defense to liability or enforcement which the principal may have and agrees that, by so doing, such Citigroup Affiliate Pledgor’s obligations and the security interests granted hereunder shall continue even if Citigroup had no liability at the time of execution of the Master Agreement or thereafter ceased or ceases to be liable. Each Citigroup Affiliate Pledgor also waives any and all benefits and defenses under any statute, regulation, judicial decision or other law which purports to limit the liability of a surety to that of the principal or to reduce the liability of a surety in proportion to any reduction in the liability of the principal and agrees that, by so doing, such Citigroup Affiliate Pledgor’s obligations hereunder may be more burdensome than that of Citigroup. Each Citigroup Affiliate Pledgor also waives to the fullest extent permitted by law, any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety.

Waiver of Certain Defenses. (a) Each Guarantor expressly waives any defense -------------------------- arising by reason of any disability or other defense of the Guaranteed Borrower, any other Guarantor or the cessation from any cause whatsoever of the liability of the Guaranteed Borrower, any other Guarantor, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor relief proceeding, or from any other cause, including any such defense or cessation of liability arising from or as a result of any claim of fraudulent transfer or preference, or any claim that such Guarantor's any of the Guarantors' obligations exceed or are more burdensome than those of the BorrowerGuaranteed Borrower or any other Guarantor. Each Guarantor waives any defense arising by reason of any statute of limitations affecting the liability of the Borrower. Each Guarantor expressly waives all rights and defenses arising out of an election of remedies by the Agent Post-Petition Agent, or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed such terminated any Guarantor's rights of subrogation and reimbursement against the Guaranteed Borrower by operation of Section 580d of the California Code of Civil Procedure (if applicable) or other applicable law, and all rights or defenses such any Guarantor may have by reason of protection afforded to the Guaranteed Borrower with respect to the Guaranteed Obligations pursuant to the any antideficiency laws or other laws of the State of California (or other applicable jurisdiction) jurisdiction limiting or discharging the Guaranteed Obligations. Each Guarantor expressly waives any benefit of, and any right to participate in, any security or other guaranty (including this Guaranty) now or hereafter held by the Post-Petition Agent or any Lender securing the Guaranteed Obligations. (b) Until the indebtedness shall have been paid in full, even though the indebtedness is in excess of such Guarantor's liability hereunder, each Guarantor waives any right of subrogation, reimbursement, indemnification, and contribution (contractual, statutory, or otherwise) including, without limitation, any claim or right of subrogation under the Bankruptcy Code (Title 11, United States Code) or any successor statute, arising from the existence or performance of this Guaranty, and each Guarantor waives any right to enforce any remedy which Lender now has or may hereafter have against Borrower and waives any benefit of and any right to participate in any security now or hereafter held by Lender. (c) Each Guarantor understands and acknowledges that if Lender forecloses, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the indebtedness, that foreclosure could impair or destroy any ability that such Guarantor may have to seek reimbursement, contribution, or indemnification from Borrower or others based on any right such Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Guarantor under this Guaranty. Each Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of Guarantor's rights, if any, may entitle such Guarantor to assert a defense to this Guaranty based on Section