Common use of Waivers of Defenses Clause in Contracts

Waivers of Defenses. Guarantor expressly waives any and all rights to defenses arising by reason of (a) any “one-action” or “anti-deficiency” law or any other law that may prevent Landlord from bringing any action, including a claim for deficiency against Guarantor, before or after Landlord’s commencement or completion of any action against Tenant; (b) ANY ELECTION OF REMEDIES BY LANDLORD (INCLUDING WITHOUT LIMITATION ANY TERMINATION OF THE LEASE) THAT DESTROYS OR OTHERWISE ADVERSELY AFFECTS GUARANTOR’S SUBROGATION RIGHTS OR GUARANTOR’S RIGHTS TO PROCEED AGAINST TENANT FOR REIMBURSEMENT; (c) any disability or other defense of Tenant, of any other guarantor, or of any other Person, or by reason of the cessation of Tenant’s liability from any cause whatsoever, other than full and final payment in legal tender of the Guaranteed Obligations; (d) any right to claim discharge of the Guaranteed Obligations on the basis of unjustified impairment of any collateral for the Guaranteed Obligations; (e) any change in the corporate relationship between Guarantor and Tenant or any termination of such relationship; (f) any irregularity, defect or unauthorized action by Landlord, Tenant or any other guarantor or surety or any of their respective officers, directors or other agents in executing and delivering any instrument or agreements relating to the Guaranteed Obligations or in carrying out or attempting to carry out the terms of any such agreements; (g) any receivership, insolvency, bankruptcy, reorganization or similar proceeding by or against Tenant, Landlord, Guarantor or any other surety or guarantor; (h) any setoff, counterclaim, recoupment, deduction, defense or other right that Guarantor may have against Landlord, Tenant or any other Person for any reason whatsoever whether related to the Guaranteed Obligations or otherwise; (i) any assignment, endorsement or transfer, in whole or in part, of the Guaranteed Obligations, whether made with or without notice to or consent of Guarantor; (j) if the recovery from Tenant or any other Person (including without limitation any other guarantor) becomes barred by any statute of limitations or is otherwise prevented; or (k) any neglect, delay, omission, failure or refusal of Landlord to take or prosecute any action for the collection of any of the Guaranteed Obligations or to foreclose or take or prosecute any action in connection with any lien or right of security (including perfection thereof) existing or to exist in connection with, or as security for, any of the Guaranteed Obligations, it being the intention hereof that Guarantor shall remain liable as a principal on the Guaranteed Obligations notwithstanding any act, omission or event that might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of Guarantor. Guarantor hereby waives all defenses of a surety to which they may be entitled by statute or otherwise.

Waivers of Defenses. Guarantor expressly waives The obligations of Entergy under Sections 1.2, 1.3 and 1.4 to supply capital or cause capital to be supplied or to make cash capital contributions to the Company shall not be subject to any and all rights to defenses arising by reason of (a) any “oneabatement, reduction, limitation, impairment, termination, set-action” off, defense, counterclaim or “anti-deficiency” law recoupment whatsoever or any other law that may prevent Landlord from bringing right to any actionthereof (including, including a but not limited to, abatements, reductions, limitations, impairments, terminations, set-offs, defenses, counterclaims and recoupments for or on account of any past, present or future indebtedness of the Company to Entergy or any claim for deficiency by Entergy against Guarantorthe Company, before whether or after Landlord’s commencement not arising under this Agreement and whether or completion not arising out of any action or nonaction on the part of the Company, or any LOC Bank, including any disposition of the Project or any part thereof pursuant to the Indenture, requirements of governmental authorities, actions of judicial receivers or trustees or otherwise and whether or not arising from wilful or negligent acts or omissions). The foregoing, however, shall not, subject to the provisions of Section 1.5 hereof, affect in any other way any rights and remedies of Entergy with respect to any amounts owed to Entergy by the Company or any such claim by Entergy against Tenant; (b) ANY ELECTION OF REMEDIES BY LANDLORD (INCLUDING WITHOUT LIMITATION ANY TERMINATION OF THE LEASE) THAT DESTROYS OR OTHERWISE ADVERSELY AFFECTS GUARANTOR’S SUBROGATION RIGHTS OR GUARANTOR’S RIGHTS TO PROCEED AGAINST TENANT FOR REIMBURSEMENT; (c) the Company. The obligations and liabilities of Entergy hereunder shall not be released, discharged or in any disability way affected by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other defense of Tenant, action or omission in respect of any other guarantor, indebtedness or of any other Person, or by reason obligation of the cessation of Tenant’s liability from any cause whatsoever, other than full and final payment in legal tender of the Guaranteed Obligations; (d) any right to claim discharge of the Guaranteed Obligations on the basis of unjustified impairment of any collateral for the Guaranteed Obligations; (e) any change in the corporate relationship between Guarantor and Tenant Company or any termination of such relationship; (f) any irregularity, defect or unauthorized action by Landlord, Tenant or any other guarantor or surety or any of their respective officers, directors or other agents in executing and delivering any instrument or agreements relating to the Guaranteed Obligations or in carrying out or attempting to carry out the terms of any such agreements; (g) any receivership, insolvency, bankruptcy, reorganization or similar proceeding by or against Tenant, Landlord, Guarantor or any other surety or guarantor; (h) any setoff, counterclaim, recoupment, deduction, defense or other right that Guarantor may have against Landlord, Tenant or any other Person for any reason whatsoever whether related to the Guaranteed Obligations or otherwise; (i) any assignment, endorsement or transfer, in whole or in part, of the Guaranteed ObligationsEntergy, whether made with or without not the Company or Entergy shall have had any notice to or consent of Guarantor; (j) if the recovery from Tenant or any other Person (including without limitation any other guarantor) becomes barred by any statute of limitations or is otherwise prevented; or (k) any neglect, delay, omission, failure or refusal of Landlord to take or prosecute any action for the collection knowledge of any of the Guaranteed Obligations foregoing. Neither failure nor delay by the Company or the LOC Banks to foreclose exercise any right or take remedy provided herein or prosecute any action by statute or at law or in connection with any lien or right of security (including perfection thereof) existing or to exist in connection with, or as security for, any of the Guaranteed Obligations, it being the intention hereof that Guarantor equity shall remain liable as a principal on the Guaranteed Obligations notwithstanding any act, omission or event that might, but for the provisions hereof, otherwise operate as a legal waiver thereof, nor shall any single or equitable discharge partial exercise of Guarantorany such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Guarantor Entergy also hereby waives all defenses irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a surety remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against Entergy for specific performance of this Agreement by the Company or by the LOC Banks or for their benefit by a receiver or trustee appointed for the Company or in respect of all or a substantial part of the Company's assets under the bankruptcy or insolvency law of any jurisdiction to which they may the Company is or its assets are subject. Anything in this Section 2.3 to the contrary notwithstanding, Entergy shall not be entitled by statute or otherwiseprecluded from asserting as a defense against any claim made against Entergy upon any of its obligations hereunder that it has fully performed such obligation in accordance with the terms of this Agreement.

Waivers of Defenses. Guarantor expressly waives The obligations of Entergy under Sections 1.2, 1.3 and 1.4 to supply capital or cause capital to be supplied or to make cash capital contributions to the Company shall not be subject to any and all rights to defenses arising by reason of (a) any “oneabatement, reduction, limitation, impairment, termination, set-action” off, defense, counterclaim or “anti-deficiency” law recoupment whatsoever or any other law that may prevent Landlord from bringing right to any actionthereof (including, including a but not limited to, abatements, reductions, limitations, impairments, terminations, set-offs, defenses, counterclaims and recoupments for or on account of any past, present or future indebtedness of the Company to Entergy or any claim for deficiency by Entergy against Guarantorthe Company, before whether or after Landlord’s commencement not arising under this Agreement and whether or completion not arising out of any action or nonaction on the part of the Company or the Trustees (or either of them), including any disposition of the Project or any part thereof pursuant to the Indenture, requirements of governmental authorities, actions of judicial receivers or trustees or otherwise and whether or not arising from willful or negligent acts or omissions). The foregoing, however, shall not, subject to the provisions of Section 1.5 hereof, affect in any other way any rights and remedies of Entergy with respect to any amounts owed to Entergy by the Company or any such claim by Entergy against Tenant; (b) ANY ELECTION OF REMEDIES BY LANDLORD (INCLUDING WITHOUT LIMITATION ANY TERMINATION OF THE LEASE) THAT DESTROYS OR OTHERWISE ADVERSELY AFFECTS GUARANTOR’S SUBROGATION RIGHTS OR GUARANTOR’S RIGHTS TO PROCEED AGAINST TENANT FOR REIMBURSEMENT; (c) the Company. The obligations and liabilities of Entergy hereunder shall not be released, discharged or in any disability way affected by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other defense of Tenant, action or omission in respect of any other guarantor, indebtedness or of any other Person, or by reason obligation of the cessation of Tenant’s liability from any cause whatsoever, other than full and final payment in legal tender of the Guaranteed Obligations; (d) any right to claim discharge of the Guaranteed Obligations on the basis of unjustified impairment of any collateral for the Guaranteed Obligations; (e) any change in the corporate relationship between Guarantor and Tenant Company or any termination of such relationship; (f) any irregularity, defect or unauthorized action by Landlord, Tenant or any other guarantor or surety or any of their respective officers, directors or other agents in executing and delivering any instrument or agreements relating to the Guaranteed Obligations or in carrying out or attempting to carry out the terms of any such agreements; (g) any receivership, insolvency, bankruptcy, reorganization or similar proceeding by or against Tenant, Landlord, Guarantor or any other surety or guarantor; (h) any setoff, counterclaim, recoupment, deduction, defense or other right that Guarantor may have against Landlord, Tenant or any other Person for any reason whatsoever whether related to the Guaranteed Obligations or otherwise; (i) any assignment, endorsement or transfer, in whole or in part, of the Guaranteed ObligationsEntergy, whether made with or without not the Company or Entergy shall have had any notice to or consent of Guarantor; (j) if the recovery from Tenant or any other Person (including without limitation any other guarantor) becomes barred by any statute of limitations or is otherwise prevented; or (k) any neglect, delay, omission, failure or refusal of Landlord to take or prosecute any action for the collection knowledge of any of the Guaranteed Obligations foregoing. Neither failure nor delay by the Company or the Trustees (or either of them) to foreclose exercise any right or take remedy provided herein or prosecute any action by statute or at law or in connection with any lien or right of security (including perfection thereof) existing or to exist in connection with, or as security for, any of the Guaranteed Obligations, it being the intention hereof that Guarantor equity shall remain liable as a principal on the Guaranteed Obligations notwithstanding any act, omission or event that might, but for the provisions hereof, otherwise operate as a legal waiver thereof, nor shall any single or equitable discharge partial exercise of Guarantorany such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Guarantor Entergy also hereby waives all defenses irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a surety remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against Entergy for specific performance of this Agreement by the Company or by the Trustees (or either of them) or for their benefit by a receiver or trustee appointed for the Company or in respect of all or a substantial part of the Company's assets under the bankruptcy or insolvency law of any jurisdiction to which they may the Company is or its assets are subject. Anything in this Section 2.3 to the contrary notwithstanding, Entergy shall not be entitled by statute or otherwiseprecluded from asserting as a defense against any claim made against Entergy upon any of its obligations hereunder that it has fully performed such obligation in accordance with the terms of this Agreement.

Waivers of Defenses. Guarantor The obligations of the Borrowers hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Credit Obligations (except for contingent indemnity and other contingent Credit Obligations not yet due and payable) at a time after any obligation of the Lenders hereunder to make any Loans and of any Issuing Bank to issue Letters of Credit shall have expired or been terminated and all outstanding Letters of Credit shall have expired or the liability of the Issuing Bank thereon shall have otherwise been discharged. The purpose and intent of this Agreement is that the Credit Obligations constitute the direct and primary obligations of each Borrower and that the covenants, agreements and all obligations of each Borrower hereunder be absolute, unconditional and irrevocable. Each Borrower shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Credit Obligations, whether or not the liability of any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any and all rights Loans or Letters of Credit under this Agreement, notice of occurrence of any Default or Event of Default (except to defenses arising by reason the extent notice is expressly required to be given pursuant to the terms of (a) any “one-action” or “anti-deficiency” law this Agreement or any of the other law that may prevent Landlord from bringing any action, including a claim for deficiency against Guarantor, before or after Landlord’s commencement or completion of any action against Tenant; (b) ANY ELECTION OF REMEDIES BY LANDLORD (INCLUDING WITHOUT LIMITATION ANY TERMINATION OF THE LEASE) THAT DESTROYS OR OTHERWISE ADVERSELY AFFECTS GUARANTOR’S SUBROGATION RIGHTS OR GUARANTOR’S RIGHTS TO PROCEED AGAINST TENANT FOR REIMBURSEMENT; (c) any disability or other defense of Tenant, of any other guarantorCredit Documents), or of any other Persondemand for any payment under this Agreement, notice of any action at any time taken or omitted to be taken by reason the Agent or any Lender or under or in respect of any of the cessation Credit Obligations, any requirement of Tenant’s liability from diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement and the other Credit Documents. Each Borrower hereby waives all defenses which may be available by virtue of any cause whatsoevervaluation, stay, moratorium law or other than full and final payment similar law now or hereafter in legal tender of the Guaranteed Obligations; (d) effect, any right to claim discharge require the marshaling of assets of the Guaranteed Obligations on Borrowers and any other entity or Person primarily or secondarily liable with respect to any of the basis Credit Obligations, and all suretyship defenses generally. Each Borrower hereby assents to, and waives notice of, any extension or postponement of unjustified impairment the time for the payment, or place or manner for payment, compromise, refinancing, consolidation or renewals of any collateral for of the Guaranteed Obligations; (e) Credit Obligations of any change other Obligor, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Agent or any Lender at any time or times in respect of any default by any other Obligor in the corporate relationship between Guarantor performance or satisfaction of any term, covenant, condition or provision of this Agreement and Tenant the other Credit Documents of any other Obligor, any and all other indulgences whatsoever by the Agent or any termination Lender in respect of any of the Credit Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such relationship; (f) any irregularity, defect or unauthorized action by Landlord, Tenant or any other guarantor or surety or any of their respective officers, directors or other agents in executing and delivering any instrument or agreements relating to the Guaranteed Credit Obligations or in carrying out the addition, substitution or attempting to carry out the terms of any such agreements; (g) any receivership, insolvency, bankruptcy, reorganization or similar proceeding by or against Tenant, Landlord, Guarantor or any other surety or guarantor; (h) any setoff, counterclaim, recoupment, deduction, defense or other right that Guarantor may have against Landlord, Tenant or any other Person for any reason whatsoever whether related to the Guaranteed Obligations or otherwise; (i) any assignment, endorsement or transferrelease, in whole or in part, of the Guaranteed Obligations, whether made with or without notice to or consent of Guarantor; (j) if the recovery from Tenant any other Obligor or any other Person (including without limitation primarily or secondarily liable for any Credit Obligations. Such Borrower further agrees that its Credit Obligations shall not be released or discharged, in whole or in part, or otherwise affected by the adequacy of any rights which the Agent or any Lender may have against any collateral security or other guarantor) becomes barred by any statute means of limitations or is otherwise prevented; or (k) any neglect, delay, omission, failure or refusal of Landlord to take or prosecute any action for the collection obtaining repayment of any of the Guaranteed Obligations Credit Obligations, the impairment of any collateral security securing the Credit Obligations, including the failure to protect or preserve any rights which the Agent or any Lender may have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security, any other act or omission which might in any manner or to foreclose or take or prosecute any action in connection with any lien or right extent vary the risk of security (including perfection thereof) existing or to exist in connection withsuch Borrower, or as security for, any of the Guaranteed Obligations, it being the intention hereof that Guarantor shall remain liable as a principal on the Guaranteed Obligations notwithstanding any act, omission or event that might, but for the provisions hereof, otherwise operate as a legal release or equitable discharge of Guarantor. Guarantor hereby waives such Borrower, all defenses of a surety to which they may be entitled by statute or otherwisedone without notice to such Borrower; provided, however, that the foregoing shall in no way be deemed to create commercially unreasonable standards as to the Agent’s duties as secured party under the Credit Documents (as such rights and duties are set forth therein).

Waivers of Defenses. Guarantor expressly waives The obligations of Entergy under Sections 1.2, 1.3 and 1.4 to supply capital or cause capital to be supplied or to make cash capital contributions to the Company shall not be subject to any and all rights to defenses arising by reason of (a) any “oneabatement, reduction, limitation, impairment, termination, set-action” off, defense, counterclaim or “anti-deficiency” law recoupment whatsoever or any other law that may prevent Landlord from bringing right to any actionthereof (including, including a but not limited to, abatements, reductions, limitations, impairments, terminations, set-offs, defenses, counterclaims and recoupments for or on account of any past, present or future indebtedness of the Company to Entergy or any claim for deficiency by Entergy against Guarantorthe Company, before whether or after Landlord’s commencement not arising under this Agreement and whether or completion not arising out of any action or nonaction on the part of the Company or the Trustee, including any disposition of the Project or any part thereof pursuant to the Restated Indenture, requirements of governmental authorities, actions of judicial receivers or trustees or otherwise and whether or not arising from willful or negligent acts or omissions). The foregoing, however, shall not, subject to the provisions of Section 1.5 hereof, affect in any other way any rights and remedies of Entergy with respect to any amounts owed to Entergy by the Company or any such claim by Entergy against Tenant; (b) ANY ELECTION OF REMEDIES BY LANDLORD (INCLUDING WITHOUT LIMITATION ANY TERMINATION OF THE LEASE) THAT DESTROYS OR OTHERWISE ADVERSELY AFFECTS GUARANTOR’S SUBROGATION RIGHTS OR GUARANTOR’S RIGHTS TO PROCEED AGAINST TENANT FOR REIMBURSEMENT; (c) the Company. The obligations and liabilities of Entergy hereunder shall not be released, discharged or in any disability way affected by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other defense of Tenant, action or omission in respect of any other guarantor, indebtedness or of any other Person, or by reason obligation of the cessation of Tenant’s liability from any cause whatsoever, other than full and final payment in legal tender of the Guaranteed Obligations; (d) any right to claim discharge of the Guaranteed Obligations on the basis of unjustified impairment of any collateral for the Guaranteed Obligations; (e) any change in the corporate relationship between Guarantor and Tenant Company or any termination of such relationship; (f) any irregularity, defect or unauthorized action by Landlord, Tenant or any other guarantor or surety or any of their respective officers, directors or other agents in executing and delivering any instrument or agreements relating to the Guaranteed Obligations or in carrying out or attempting to carry out the terms of any such agreements; (g) any receivership, insolvency, bankruptcy, reorganization or similar proceeding by or against Tenant, Landlord, Guarantor or any other surety or guarantor; (h) any setoff, counterclaim, recoupment, deduction, defense or other right that Guarantor may have against Landlord, Tenant or any other Person for any reason whatsoever whether related to the Guaranteed Obligations or otherwise; (i) any assignment, endorsement or transfer, in whole or in part, of the Guaranteed ObligationsEntergy, whether made with or without not the Company or Entergy shall have had any notice to or consent of Guarantor; (j) if the recovery from Tenant or any other Person (including without limitation any other guarantor) becomes barred by any statute of limitations or is otherwise prevented; or (k) any neglect, delay, omission, failure or refusal of Landlord to take or prosecute any action for the collection knowledge of any of the Guaranteed Obligations foregoing. Neither failure nor delay by the Company or the Trustee to foreclose exercise any right or take remedy provided herein or prosecute any action by statute or at law or in connection with any lien or right of security (including perfection thereof) existing or to exist in connection with, or as security for, any of the Guaranteed Obligations, it being the intention hereof that Guarantor equity shall remain liable as a principal on the Guaranteed Obligations notwithstanding any act, omission or event that might, but for the provisions hereof, otherwise operate as a legal waiver thereof, nor shall any single or equitable discharge partial exercise of Guarantorany such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Guarantor Entergy also hereby waives all defenses irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a surety remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against Entergy for specific performance of this Agreement by the Company or by the Trustee or for their benefit by a receiver or trustee appointed for the Company or in respect of all or a substantial part of the Company’s assets under the bankruptcy or insolvency law of any jurisdiction to which they may the Company is or its assets are subject. Anything in this Section 2.3 to the contrary notwithstanding, Entergy shall not be entitled by statute or otherwiseprecluded from asserting as a defense against any claim made against Entergy upon any of its obligations hereunder that it has fully performed such obligation in accordance with the terms of this Agreement.

Waivers of Defenses. Guarantor expressly agrees that the liability of Guarantor hereunder shall not be impaired, released, modified, stayed, limited, terminated or discharged, in whole or in part, by any of the following, notwithstanding that the same are made with or without notice to Guarantor, and Guarantor hereby freely and voluntarily waives any and all rights defense based upon any of the following: a. Subject to defenses arising the Qualifications, any amendment or modification of the provisions of the Lease, whether or not consented to by reason Guarantor; b. Any extensions of (a) any “one-action” or “anti-deficiency” law or any other law that may prevent Landlord from bringing any actiontime for performance of the covenants under the Lease to be performed by Tenant, including a claim for deficiency against Guarantor, before whether given prior to or after Landlord’s commencement default thereunder; c. Any delay by Landlord in asserting any claim, right or completion cause of any action against Tenant; (b) ANY ELECTION OF REMEDIES BY LANDLORD (INCLUDING WITHOUT LIMITATION ANY TERMINATION OF THE LEASE) THAT DESTROYS OR OTHERWISE ADVERSELY AFFECTS GUARANTOR’S SUBROGATION RIGHTS OR GUARANTOR’S RIGHTS TO PROCEED AGAINST TENANT FOR REIMBURSEMENT; (c) any disability arising under or other defense of Tenantin connection with the Lease or this Guaranty, of any other guarantor, whether or of any other Person, not Guarantor changes its position in reliance on such delay or by reason the expectation of the cessation of Tenant’s liability from any cause whatsoever, other than full and final payment in legal tender of the Guaranteed Obligations; (d) any right to claim discharge of the Guaranteed Obligations on the basis of unjustified impairment of any collateral for the Guaranteed Obligations; (e) any change in the corporate relationship between Guarantor and Tenant or any termination continuance of such relationship; (f) any irregularitydelay; d. Any exchange, defect surrender or unauthorized action by Landlord, Tenant or any other guarantor or surety or any of their respective officers, directors or other agents in executing and delivering any instrument or agreements relating to the Guaranteed Obligations or in carrying out or attempting to carry out the terms of any such agreements; (g) any receivership, insolvency, bankruptcy, reorganization or similar proceeding by or against Tenant, Landlord, Guarantor or any other surety or guarantor; (h) any setoff, counterclaim, recoupment, deduction, defense or other right that Guarantor may have against Landlord, Tenant or any other Person for any reason whatsoever whether related to the Guaranteed Obligations or otherwise; (i) any assignment, endorsement or transferrelease, in whole or in part, of any security which may be held by Landlord at any time for or under the Guaranteed ObligationsLease; e. Any other guaranty now or hereafter executed by Guarantor or anyone else; f. The release, whether made with partial or without notice to or consent full, of Guarantor; (j) if the recovery from Tenant or any other Person (including without limitation any other guarantor) becomes barred by any statute of limitations or is otherwise prevented; or (k) any neglect, delay, omission, failure or refusal of Landlord to take or prosecute any action guarantor from liability for the collection performance or observance of any of the Guaranteed Obligations covenants under the Lease to be performed by Tenant, whether by operation of law or to foreclose otherwise; g. Any lien, charge or take encumbrance on or prosecute any action in connection with any lien or right of security (including perfection thereof) existing or to exist in connection with, or as security for, affecting any of the Guaranteed Obligationsrespective assets and properties of Tenant or Guarantor; h. Any rejection or disaffirmance of the Lease pursuant to the Bankruptcy Code of the United States or other statute or from the decision of any court interpreting any of the same; i. Any tender of performance by or on behalf of Tenant after the expiration of any period for performance described in Section 1161 of the Code of Civil Procedure of the State of California, it being if, in the intention hereof that Guarantor shall remain liable as a principal on reasonable opinion of Landlord, the Guaranteed Obligations notwithstanding acceptance of such tender would in any actmanner impair the right of Landlord to terminate the Lease or to evict Tenant by reason of the non-performance by Tenant; j. Subject to the Qualifications, omission any other agreement which may now or event that mighthereafter exist between Landlord and Tenant, but whether in respect of the Lease or any other subject matter and whether or not consented to by Guarantor; or, k. Any matter or thing whatsoever other than (i) full and timely performance of all obligations guaranteed hereby, or (ii) Tenant's or Landlord's written waiver of any obligation of Tenant made expressly for the provisions hereof, otherwise operate as a legal or equitable discharge benefit of Guarantor. Guarantor hereby waives all defenses of a surety to which they may be entitled by statute or otherwise.