Common use of Waiver of Rights and Defenses Clause in Contracts

Waiver of Rights and Defenses. To the fullest extent Borrower and Lessee may do so under Laws, (a) neither Borrower nor Lessee will at any time insist on, plead, claim, or take the benefit of (i) any statute or rule of law now or later enacted providing for any appraisement, valuation, stay, extension, moratorium, redemption, or (ii) any statute of limitations; (b) each of Borrower and Lessee, for itself, its successors and assigns, and for any person ever claiming an interest in the Property (other than Lender), waives and releases all rights of redemption, reinstatement, valuation, appraisement, notice of intention to mature or declare due the whole of the Obligations, all rights to a marshaling of the assets of Borrower or Lessee, including the Property, or to a sale in inverse order of alienation, in the event of foreclosure (or extinguishment by transfer of title by power of sale) of the liens and security interests created under the Documents; and (c) neither Borrower nor Lessee shall not be relieved of its obligation to pay the Obligations as required in the Documents nor shall the lien or priority of the Documents be impaired by any agreement renewing, extending, or modifying the time of payment or the provisions of the Documents (including a modification of any interest rate), unless expressly released, discharged, or modified by such agreement. Regardless of consideration and without any notice to or consent by the holder of any subordinate lien, security interest, encumbrance, right, title, or interest in or to the Property, Lender may (y) release any person liable for payment of the Obligations or any portion thereof or any part of the security held for the Obligations or (z) modify (with the agreement of Borrower, Lessee or other applicable Party or Parties thereto) any of the provisions of the Documents without impairing or affecting the Documents or the lien, security interest, or the priority of the modified Documents as security for the Obligations over any such subordinate lien, security interest, encumbrance, right, title, or interest.

Waiver of Rights and Defenses. To the fullest extent Borrower and Lessee Each Company hereby waives any rights or defenses it may do so under Lawsnow or hereafter have by reason of or that relate to: (1) any disability or other defense of any Obligor or other person, (a2) neither Borrower nor Lessee will at the cessation, from any time insist oncause other than full performance, pleadof the obligations of any Obligor or any other person, claim(3) the application of the proceeds of any Obligation by any Obligor or other person, for purposes other than the purposes represented to such Company by any Obligor or otherwise intended or understood by such Company or any Obligor, (4) any act or omission by CIT which directly or indirectly results in or contributes to the release of any Obligor or other person or any collateral for any Obligation, (5) the unenforceability or invalidity of any collateral assignment or guaranty with respect to any Obligation, or take the benefit lack of perfection or continuing perfection or lack of priority of any lien which secures any Obligation, (i6) any statute failure of CIT to marshal assets in favor of such Company or rule any other person, (7) any modification of law now or later enacted providing for any appraisementObligation, valuation, stayincluding any renewal, extension, moratoriumacceleration or increase in interest rate, redemption(8) any election of remedies, (9) any Obligation or other obligation being secured by real property or an estate for years; (10) any 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 principal obligation, (11) any failure of CIT to file or enforce a claim in any bankruptcy or other proceeding with respect to any person, (12) the election by CIT, in any bankruptcy proceeding of any person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (13) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (14) any use of cash collateral under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, or (ii15) any statute agreement or stipulation with respect to the provision of limitations; (b) each of Borrower and Lessee, for itself, its successors and assigns, and for adequate protection in any person ever claiming an interest in the Property (other than Lender), waives and releases all rights of redemption, reinstatement, valuation, appraisement, notice of intention to mature or declare due the whole of the Obligations, all rights to a marshaling of the assets of Borrower or Lessee, including the Property, or to a sale in inverse order of alienation, in the event of foreclosure (or extinguishment by transfer of title by power of sale) of the liens and security interests created under the Documents; and (c) neither Borrower nor Lessee shall not be relieved of its obligation to pay the Obligations as required in the Documents nor shall the lien or priority of the Documents be impaired by any agreement renewing, extending, or modifying the time of payment or the provisions of the Documents (including a modification bankruptcy proceeding of any interest rate), unless expressly released, discharged, or modified by such agreement. Regardless of consideration and without any notice to or consent by the holder of any subordinate lien, security interest, encumbrance, right, title, or interest in or to the Property, Lender may (y) release any person liable for payment of the Obligations or any portion thereof or any part of the security held for the Obligations or (z) modify (with the agreement of Borrower, Lessee or other applicable Party or Parties thereto) any of the provisions of the Documents without impairing or affecting the Documents or the lien, security interest, or the priority of the modified Documents as security for the Obligations over any such subordinate lien, security interest, encumbrance, right, title, or interestperson.

Waiver of Rights and Defenses. To the fullest extent Borrower and Lessee may do so under Laws, Guarantors waive any right to require Banks to (a) neither proceed against Borrower nor Lessee will or any other person; (b) proceed against or exhaust any security held from Borrower; or (c) pursue any other remedy in Banks' power whatsoever. Agent may, at its election, exercise any time insist onright or remedy it may have against Borrower or any security held by Agent or Banks, pleadincluding without limitation the right to foreclose upon any such security by judicial or nonjudicial sale, claimwithout affecting or impairing in any way the liability of Guarantors hereunder except to the extent the Indebtedness has been paid, and Guarantors waive any defense arising out of the absence, impairment or take loss of any right of reimbursement or subrogation or other right or remedy of Guarantors against Borrower or any such security, whether resulting from such election by Agent or otherwise. Without limiting the benefit foregoing or any other provision of this guaranty, Guarantors waive any defense based upon or arising by reason of: (i) any statute disability or rule other defense of Borrower or any other person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Indebtedness of Borrower or any other person; (iii) any lack of authority of any officer, director, partner, agent or any other person acting or purporting to act on behalf of Borrower, or any defect in the formation of Borrower; (iv) the application by Borrower of the proceeds of any Indebtedness for purposes other than the purposes represented by Borrower to Guarantors and/or Banks, or intended or understood by Guarantors and/or Banks; (v) any act or omission by Agent or Banks which directly or indirectly results in or aids the discharge of Bor- rower or any Indebtedness by operation of law now or later enacted providing for otherwise; or (vi) any appraisementmodification of the Indebtedness, valuationin any form whatsoever, stayincluding any modification made after revocation hereof, to any Indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, moratorium, redemption, acceleration or (ii) any statute of limitations; (b) each of Borrower and Lessee, for itself, its successors and assigns, and for any person ever claiming an interest other change in the Property (other than Lender), waives and releases all rights of redemption, reinstatement, valuation, appraisement, notice of intention to mature or declare due the whole of the Obligations, all rights to a marshaling of the assets of Borrower or Lessee, including the Property, or to a sale in inverse order of alienation, in the event of foreclosure (or extinguishment by transfer of title by power of sale) of the liens and security interests created under the Documents; and (c) neither Borrower nor Lessee shall not be relieved of its obligation to pay the Obligations as required in the Documents nor shall the lien or priority of the Documents be impaired by any agreement renewing, extending, or modifying the time of payment or the provisions of the Documents (including a modification of any interest rate), unless expressly released, discharged, or modified by such agreement. Regardless of consideration and without any notice to or consent by the holder of any subordinate lien, security interest, encumbrance, right, title, or interest in or to the Property, Lender may (y) release any person liable for payment of the Obligations Indebtedness, or any portion thereof other change in the terms of the Indebtedness or any part thereof, including increase or decrease of the security held for the Obligations rate of interest thereon. Until all Indebtedness of Borrower to Banks shall have been paid in full, even though such Indebtedness is in excess of Guarantors' liability here- under, Guarantors shall have no right of subrogation, and waive any right to enforce any remedy which Agent or (z) modify (with the agreement of Banks now have or may hereafter have against Borrower, Lessee and waive any benefit of, and any right to participate in, any security now or other applicable Party hereafter held by Agent or Parties thereto) any Banks. Guarantors waive all presentments, demands for performance, notices of non-performance, protests, notices of protest, notices of dishonor, and notices of acceptance of this guaranty and of the provisions existence, creation, or incurring of new or additional Indebtedness. Without limiting the generality of the Documents without impairing foregoing, Guarantors expressly waive any right, defense or affecting benefit under California Civil Code Sections 2809, 2810, 2819, 2845, 2849, 2850, and 2855, and California Code of Civil Procedure Sections 337, 580a, 580b, 580d and any amendments thereto. Guarantors waive all rights and defenses arising out of an election of remedies by Agent or Banks, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantors' rights of subrogation and reimbursement against Borrower by the Documents or the lien, security interest, or the priority operation of Section 580d of the modified Documents as security California Code of Civil Procedure or otherwise. As an additional explanation, and without limiting the foregoing in any manner, Agent may elect to foreclose upon any real property securing the Indebtedness of Borrower pursuant to the power of sale contained in any deed of trust securing the Indebtedness or by a lawsuit to establish any deficiency between the Indebtedness and the value of the real property. If Agent elects to foreclose pursuant to the power of sale in any deed of trust, California courts have held that Guarantors will have a defense to any deficiency because Guarantors' subrogation rights against Borrower will be cut off by Section 580d of the California Code of Civil Procedure. The loss of those subrogation rights gives Guarantors immunity from any deficiency judgment. Guarantors, with full understanding of this immunity, and in return for Banks' agreement to extend credit to Borrower, hereby waive, in advance, the Obligations over benefit of this antideficiency defense and relinquish the right to immunity from a deficiency judgment, if Agent elects to foreclose by sale under the power of sale contained in any such subordinate lien, security interest, encumbrance, right, title, or interestdeed of trust.

Waiver of Rights and Defenses. To the fullest extent Borrower and Lessee may do so not prohibited under Laws, Borrower (a) neither Borrower nor Lessee will not at any time insist on, plead, claim, or take the benefit of (i) any statute or rule of law now or later enacted providing for any appraisement, valuation, stay, extension, moratorium, redemption, or (ii) any statute of limitations; (b) each of Borrower and Lessee, for itself, its successors and assigns, and for any person ever claiming an interest in the Property (other than Lender), waives and releases all rights of redemption, reinstatement, valuation, appraisement, notice of intention to mature or declare due the whole of the Obligations, all rights to a marshaling of the assets of Borrower or LesseeBorrower, including the Property, or to a sale in inverse order of alienation, in the event of foreclosure (or extinguishment by transfer of title by power of sale) of the liens and security interests created under the Documents; and (c) neither Borrower nor Lessee shall not be relieved of its obligation to pay the Obligations as required in the Documents nor shall the lien or priority of the Documents be impaired by any agreement renewing, extending, or modifying the time of payment or the provisions of the Documents (including a modification of any interest rate), unless expressly released, discharged, or modified by such agreement. Regardless of consideration and without any notice to or consent by the holder of any subordinate lien, security interest, encumbrance, right, title, or interest in or to the Property, Lender may (ya) release any person liable for PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD) Eagle Hospitality Properties RiverCenter Landmark TRS, Inc. Loan No. 0-000-000 payment of the Obligations or any portion thereof or any part of the security held for the Obligations or (zb) modify (with the agreement of Borrower, Lessee or other applicable Party or Parties thereto) any of the provisions of the Documents without impairing or affecting the Documents or the lien, security interest, or the priority of the modified Documents as security for the Obligations over any such subordinate lien, security interest, encumbrance, right, title, or interest.