Common use of Waivers by Guarantor Clause in Contracts

Waivers by Guarantor. Each Guarantor hereby waives (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Borrower Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns in favor of the Borrower or any other Person; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Borrower Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and (ii) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default, notices of any renewal, extension or modification of the Borrower Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 and any right to consent to any thereof (in each case, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by the Loan Documents).

Waivers by Guarantor. Each To the fullest extent permitted by applicable law, each Guarantor hereby waives waives, for the benefit of Beneficiaries: (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and assignsBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower any Credit Party or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Borrower Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 7.4 and any right to consent to any thereof thereof; (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof, and (h) all rights and remedies accorded by applicable law to borrowers and guarantors generally and agrees not to assert or take advantage of any such rights or remedies, including, without limitation: any right provided by NRS § 40.430 and any judicial decisions relating thereto, and NRS §40.451. et seq. and any judicial decisions relating thereto, or any other statute or decision, to require the Collateral Agent or the Secured Parties to proceed against Borrower or any other person or to proceed against or exhaust any security held at any time or to pursue any other remedy in each case, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by their power before proceeding against the Loan Documents)Borrower.

Waivers by Guarantor. Each The Guarantor hereby waives waives: (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and assignsLender, as a condition of payment or performance by such the Guarantor, to (i) proceed against the BorrowerCompany, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerCompany, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender in favor of the Borrower Company or any other Person, or (iv) pursue any other remedy in the power of the Lender whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor Company including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Company from any cause other than payment in full of the Borrower Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon the Lender’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of the Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder or under any agreement or instrument related hereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Company and notices of any of the matters referred to in Section 2.1 8.03 and any right to consent to any thereof thereof; and (in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.

Waivers by Guarantor. Each The Guarantor hereby waives waives, for the benefit of the Administrative Agent and the Canadian Lender: (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and assignsAdministrative Agent or the Canadian Lender, as a condition of payment or performance by such the Guarantor, to (i) proceed against any of the Borrower[Other] Canadian Borrower[s], any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Administrative Agent or the Canadian Lender in favor of the Borrower [Other] Canadian Borrower[s] or any other Person; , or (iii) pursue any other remedy in the power of the Administrative Agent or the Canadian Lender whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any of the Borrower or any other Guarantor [Other] Canadian Borrower[s] including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor [Other] Canadian Borrower[s] from any cause other than payment Payment in full Full of the Borrower Guaranteed Obligations; ; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; ; (d) any defense based upon the Administrative Agent’s or the Canadian Lender’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guarantee and any legal or equitable discharge of the Guarantor’s obligations hereunder, (ii) promptnessthe benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (eiii) any rights to set-offs, recoupments and counterclaims; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guarantee, notices of defaultdefault under the Loan Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower [Other] Canadian Borrower[s] and notices of any of the matters referred to in Section 2.1 3 above and any right to consent to any thereof thereof; and (in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement or which may conflict with the terms of Law or notices otherwise expressly required by the Loan Documents)this Guarantee.

Waivers by Guarantor. Each To the extent not prohibited by applicable law, Guarantor hereby waives waives: (a) any right fight to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and assignsLender, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Subsidiary Guarantor) of the Borrower Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender in favor of the Borrower or any other Person; , (iv) pursue any other remedy in the power of the Lender whatsoever, including pursuant to Section 34.02 of the Texas Business and Commerce Code, as amended, Section 17.001 of the Texas Civil Practice and Remedies Code, as amended, and Rule 31 of the Texas Rules of Civil Procedure, as amended, (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor guarantor, including any Subsidiary Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor such guarantor from any cause other than payment in full of the Borrower Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon the Lender's errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 2.3 and any right to consent to any thereof thereof; and (in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.

Waivers by Guarantor. Each To the fullest extent permitted by applicable law, each Guarantor hereby waives waives, for the benefit of Beneficiaries: (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and assignsBeneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary in favor of the Borrower any Credit Party or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Borrower Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set‑offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 7.4 and any right to consent to any thereof thereof; (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof, and (h) all rights and remedies accorded by applicable law to borrowers and guarantors generally and agrees not to assert or take advantage of any such rights or remedies, including, without limitation: any right provided by NRS § 40.430 and any judicial decisions relating thereto, and NRS §40.451. et seq. and any judicial decisions relating thereto, or any other statute or decision, to require the Collateral Agent or the Secured Parties to proceed against Borrower or any other Person or to proceed against or exhaust any security held at any time or to pursue any other remedy in each case, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by their power before proceeding against the Loan Documents)Borrower.

Waivers by Guarantor. Each To the fullest extent permitted by applicable law, each Guarantor hereby waives waives, for the benefit of the Payee: (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and assignsPayee, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerIssuer, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerIssuer, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Payee in favor of the Borrower Issuer or any other Person, or (iv) pursue any other remedy in the power of the Payee whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Issuer or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Issuer or any other Guarantor from any cause other than payment in full of the Borrower Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon the Payee’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith, gross negligence or willful misconduct; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims (other than a defense of payment or performance of the Guaranteed Obligations) and (iv) promptness, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Payee protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Issuer and notices of any of the matters referred to in Section 2.1 11(c) and any right to consent to any thereof thereof; and (in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.

Waivers by Guarantor. Each The Guarantor hereby waives waives, for the benefit of the Administrative Agent and each Guaranteed Party: (a) any right to require the Administrative Agent or any of the Secured Parties and their respective permitted successors, indorsees, transferees and assignsGuaranteed Party, as a condition of payment or performance by such the Guarantor, to (i) proceed against any of the Borrower[other] Canadian Borrowers, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person or (iii) proceed against or have resort to any balance of any deposit account or credit on the books of the Administrative Agent or any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Guaranteed Party in favor of the Borrower [other] Canadian Borrowers or any other Person; , (iii) proceed against or exhaust any security for the Guaranteed Obligations, or (iv) pursue any other remedy in the power of the Administrative Agent or any Guaranteed Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any of the Borrower or any other Guarantor [other] Canadian Borrowers including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor [other] Canadian Borrowers from any cause other than payment Payment in full Full of the Borrower Guaranteed Obligations; ; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; ; (d) any defense based upon the Administrative Agent’s or any Guaranteed Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guarantee and any legal or equitable discharge of the Guarantor’s obligations hereunder, (ii) promptnessthe benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, diligence and any requirement that any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (eiii) any rights to set-offs, recoupments and counterclaims; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereofof this Guarantee, notices of defaultdefault under the Loan Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower [other] Canadian Borrowers and notices of any of the matters referred to in Section 2.1 3 above and any right to consent to any thereof thereof; (g) any benefit of and any right to participate in each case, except any notice required by a non-waivable Requirement of Law security now or notices otherwise expressly required hereafter held by the Loan Documents)Administrative Agent or any Guaranteed Party; and (h) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Guarantee.

Waivers by Guarantor. Each Guarantor hereby waives waives, for the benefit of the Administrative Agent and/or the Lenders: (a) any right to require any of the Secured Parties and their respective permitted successors, indorsees, transferees and assignsAdministrative Agent and/or the Lenders, as a condition of payment or performance by such Guarantor, to (i) proceed against the BorrowerBorrowers, any other guarantor (including any other Guarantor) of the Borrower Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the BorrowerBorrowers, any such other guarantor or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account Deposit Account or credit on the books of the Administrative Agent and/or any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender in favor of the Borrower Borrowers or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent and/or any Lender whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Borrowers or any other Guarantor guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower Borrowers or any other Guarantor guarantor from any cause other than payment in full of the Borrower Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon the Administrative Agent’s and/or any Lender ‘s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent and/or any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lender protect, secure, perfect or insure any security interest or lien Lien or any property subject thereto; and (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault hereunder or any agreement or instrument related hereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower Borrowers and notices of any of the matters referred to in Section 2.1 8.3 and any right to consent to any thereof thereof; and (in each caseg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by which may conflict with the Loan Documents)terms hereof.

Waivers by Guarantor. Each To the fullest extent permitted by applicable Law, Guarantor hereby waives waives, for the benefit of Administrative Agent and the Lenders: (a) any right to require any of Administrative Agent or the Secured Parties and their respective permitted successors, indorsees, transferees and assignsLenders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, Operating Lessee, any other guarantor (including any other Guarantor) of the Borrower Obligations Guaranteed Obligations, any Defaulting Tenant, East West, McCormicks or any other Person, (ii) proceed against or exhaust any security held from the Borrower, Operating Lessee, any such other guarantor guarantor, any Defaulting Tenant, East West, McCormicks or any other Person or Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lenders in favor of the Borrower Borrower, Operating Lessee, any Defaulting Tenant, East West, McCormicks or any other Person; , or (iv) pursue any other remedy in the power of Administrative Agent or any of the Lenders whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Borrower, Operating Lessee, any Defaulting Tenant, East West or any other Guarantor including McCormicks, including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Guaranteed Obligations or any agreement or instrument relating related thereto or by reason of the cessation of the liability of the Borrower or Operating Lessee, any other Guarantor Defaulting Tenant, East West or McCormicks from any cause other than payment and performance in full of the Borrower Guaranteed Obligations; ; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; ; (d) any defense based upon Administrative Agent’s or any of the Lender’s errors or omissions in the administration of the Loan, including, without limitation, the Guaranteed Obligations, except behavior which amounts to, willful misconduct, gross negligence, illegal acts or bad faith; (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof of this Guarantee and any legal or equitable discharge of Guarantor’s obligations hereunder (other than payment, performance and completion of the Guaranteed Obligations or the Loan in full), (ii) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims and (iiiv) promptness, diligence and any requirement that Administrative Agent or any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns Lenders protect, secure, perfect or insure any security interest or lien or any property subject thereto; and ; (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of defaultdefault under the other Loan Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.1 or Operating Lessee and any right to consent to any thereof thereof; (g) any release, discharge, modification, impairment or limitation of the liability of the Borrower or Operating Lessee, any Defaulting Tenant, East West or McCormicks to Administrative Agent or the Lenders, whether consented to by Administrative Agent or the Lenders, consensual or arising by operation of law or any proceedings in each casebankruptcy or reorganization, except or from any notice required other cause; (h) any defense based on any rejection or disaffirmance of the Guaranteed Obligations, or any part thereof, or any security held therefor, in any such proceedings in bankruptcy or reorganization; (i) any defense based on any action taken or omitted by a non-waivable Requirement Administrative Agent or the Lenders in any proceedings in bankruptcy or insolvency involving the Borrower or Operating Lessee, any Defaulting Tenant, East West or McCormicks, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of Law credit by Administrative Agent or notices otherwise expressly required the Lenders to the Borrower or Operating Lessee, any Defaulting Tenant, East West or McCormicks in any proceedings in bankruptcy or insolvency, and taking and holding by Administrative Agent or the Lenders of any security for any such extension of credit; and (j) any defense or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Guarantee, other than payment or performance of such obligations under the Loan Documents).