Common use of Waivers of Defenses Clause in Contracts

Waivers of Defenses. To the extent permitted by law, ------------------- Guarantor hereby waives and relinquishes all rights and remedies accorded by applicable law to sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including without limitation (a) any right to require the Agent to proceed against the Borrower or any other Person or to proceed against or exhaust any security held by the Agent at any time or to pursue any other remedy in the Agent's power before proceeding against Guarantor, (b) the defense of the statute of limitations in any action hereunder or in any action for the collection or performance of the obligations hereby guaranteed, (c) any defense that may arise by reason of the incapacity, lack of authority or disability of the Borrower or any other Person, (d) demand, presentment, protest and notice of any kind, including without limitation notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non- action on the part of the Borrower, the Agent, any endorser or creditor of the Borrower or Guarantor or on the part of any other Person under this or any other instrument in connection with any obligation or evidence of indebtedness held by the Agent as collateral or in connection with the obligation hereby guaranteed, (e) any defense based upon an election of remedies by the Agent, including without limitation an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Guarantor, the right of Guarantor to proceed against the Borrower for reimbursement, or both, (f) 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, (g) any duty on the part of the Agent to disclose to Guarantor any facts the Agent may now or hereafter know about the Borrower, regardless of whether the Agent has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume, or has reason to believe that such facts are unknown to Guarantor, or has a reasonable opportunity to communicate such facts to Guarantor, (h) any defense arising under Section 364 of the Federal Bankruptcy Code and (i) any claims of any nature whatsoever against the Agent or the other Beneficiaries arising out of or related to the sale or transfer of any collateral or the resolution or settlement of any dispute arising under any Operative Agreement, notwithstanding that such sale or transfer or resolution or settlement occurred at such time or in such a manner as to directly or indirectly increase the amount of the Shortfall obligation to be paid by the Guarantor hereunder. Without limiting the generality of the foregoing, Guarantor hereby expressly waives, to the extent permitted by applicable law, any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845 through 2847, 2849, 2850, 2899 and 3433, and California Code of Civil Procedure Sections 580a, 580b, 580d and 726.

Waivers of Defenses. To Each Limited Guarantor guarantees that the extent permitted by Guarantied Obligations will be paid strictly in accordance with the terms of the Transaction 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 Purchaser with respect thereto. The liability of each Limited Guarantor under this Guaranty shall be absolute and unconditional irrespective of, and each Limited Guarantor hereby irrevocably waives and relinquishes any defense it may now or hereafter have in any way relating to, any or all rights and remedies accorded by applicable law to sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including without limitation the following: (a) any right to require lack of validity or enforceability of any Transaction Document or any agreement or instrument relating thereto; (b) any change in the Agent to proceed against the Borrower time, manner, or place of payment of, or in any other term of, all or any Guarantied Obligations, or any other Person amendment or waiver of or any consent to proceed against or exhaust departure from any security held by the Agent at Transaction Document, including any time or to pursue any other remedy increase in the Agent's power before proceeding against Guarantor, (b) Guarantied Obligations resulting from the defense extension of the statute of limitations in any action hereunder or in any action for the collection or performance of the obligations hereby guaranteed, additional credit; (c) any defense that may arise by reason taking, exchange, release, or non-perfection of the incapacityany Lien on any Collateral, lack of authority or disability of the Borrower or any taking, release, amendment, waiver of, or consent to departure from any other Personguaranty, for any Guarantied Obligations; (d) demand, presentment, protest and notice the existence of any kindclaim, set -off, defense, or other right that any Limited Guarantor may have at any time against any Person, including without limitation notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non- action on the part of the Borrower, the Agent, any endorser or creditor of the Borrower or Guarantor or on the part of any other Person under this Agent or any other instrument in connection with any obligation or evidence of indebtedness held by the Agent as collateral or in connection with the obligation hereby guaranteed, Purchaser; (e) 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; (f) any right or defense arising by reason of any claim or defense based upon an election of remedies by the Agent, Agent including without limitation an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Guarantor, the right of Guarantor to proceed against the Borrower for reimbursement, or both, (f) any defense based upon an impairment or elimination of any statute Limited Guarantor’s rights of subrogation, reimbursement, contribution, or rule indemnity of law which provides that the obligation of a surety must be neither larger in amount nor in any Limited Guarantor against any Obligor or any other respects more burdensome than that of the principal, Person; (g) any duty on the part change, restructuring, or termination of the Agent to disclose to Guarantor any facts the Agent may now or hereafter know about the Borrowercorporate, regardless of whether the Agent has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assumelimited liability company, or has reason to believe that such facts are unknown to Guarantor, partnership structure or has a reasonable opportunity to communicate such facts to Guarantor, existence of any other Person; or (h) any other circumstance that might otherwise constitute a defense arising under Section 364 of the Federal Bankruptcy Code and (i) any claims of any nature whatsoever against the Agent available to, or the other Beneficiaries arising out of or related to the sale or transfer of any collateral or the resolution or settlement of any dispute arising under any Operative Agreement, notwithstanding that such sale or transfer or resolution or settlement occurred at such time or in such a manner as to directly or indirectly increase the amount of the Shortfall obligation to be paid by the Guarantor hereunder. Without limiting the generality of the foregoing, Guarantor hereby expressly waives, to the extent permitted by applicable lawdischarge of, any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845 through 2847, 2849, 2850, 2899 and 3433, and California Code of Civil Procedure Sections 580a, 580b, 580d and 726other Person.

Waivers of Defenses. To Guarantor expressly agrees that the extent permitted liability of Guarantor hereunder shall not be impaired, released, modified, stayed, limited, terminated or discharged, in whole or in part, by lawany of the following, ------------------- notwithstanding that the same are made with or without notice to Guarantor, and Guarantor hereby freely and voluntarily waives and relinquishes all rights and remedies accorded by applicable law to sureties or guarantors and agrees not to assert or take advantage any defense based upon any of any such rights or remedies, including without limitation the following: (a) any right Any amendment or modification of the provisions of the Lease that is either mutually agreed to require the Agent to proceed against the Borrower by Tenant and Landlord or any other Person or to proceed against or exhaust any security held contemplated by the Agent at any time Lease or Paragraph 6 of this Guaranty, whether or not consented to pursue any other remedy in the Agent's power before proceeding against by Guarantor, ; (b) the defense Any extensions of the statute of limitations in any action hereunder or in any action time for the collection or performance of the obligations hereby guaranteedcovenants under the Lease to be performed by Tenant, whether given prior to or after default thereunder; (c) Any delay by Landlord in asserting any defense that may arise by reason claim, right or cause of the incapacity, lack of authority or disability of the Borrower or any other Person, (d) demand, presentment, protest and notice of any kind, including without limitation notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non- action on the part of the Borrower, the Agent, any endorser or creditor of the Borrower or Guarantor or on the part of any other Person arising under this or any other instrument in connection with any obligation or evidence of indebtedness held by the Agent as collateral or in connection with the obligation hereby guaranteedLease or this Guaranty, whether or not Guarantor changes its position in reliance on such delay or the expectation of the continuance of such delay; (d) Any exchange, surrender or release, in whole or in part, of any security which may be held by Landlord at any time for or under the Lease; (e) any defense based upon an election of remedies Any other guaranty now or hereafter executed by the Agent, including without limitation an election to proceed by non-judicial rather than judicial foreclosure, which destroys Guarantor or otherwise impairs the subrogation rights of Guarantor, the right of Guarantor to proceed against the Borrower for reimbursement, or both, anyone else; (f) The release, whether partial or full, of Guarantor or any defense based upon other guarantor from liability for the performance or observance of any statute or rule of the covenants under the Lease to be performed by Tenant, whether by operation 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, (g) any duty on the part of the Agent to disclose to Guarantor any facts the Agent may now or hereafter know about the Borrower, regardless of whether the Agent has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume, or has reason to believe that such facts are unknown to Guarantor, or has a reasonable opportunity to communicate such facts to Guarantor, (h) any defense arising under Section 364 of the Federal Bankruptcy Code and (i) any claims of any nature whatsoever against the Agent or the other Beneficiaries arising out of or related to the sale or transfer of any collateral or the resolution or settlement of any dispute arising under any Operative Agreement, notwithstanding that such sale or transfer or resolution or settlement occurred at such time or in such a manner as to directly or indirectly increase the amount of the Shortfall obligation to be paid by the Guarantor hereunder. Without limiting the generality of the foregoing, Guarantor hereby expressly waives, to the extent permitted by applicable law, any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845 through 2847, 2849, 2850, 2899 and 3433, and California Code of Civil Procedure Sections 580a, 580b, 580d and 726.otherwise;

Waivers of Defenses. To Each Guarantor jointly and severally guarantees that the extent permitted by Guarantied Obligations will be paid strictly in accordance with the terms of the Loan Documents (or any agreement relating to Bank Products, as applicable), 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 liability of each Guarantor under this Guaranty shall be absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives and relinquishes any defense it may now or hereafter have in any way relating to, any or all rights and remedies accorded by applicable law to sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including without limitation the following: (a) any right to require lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the Agent to proceed against the Borrower time, manner, or place of payment of, or in any other term of, all or any Guarantied Obligations, or any other Person amendment or waiver of or any consent to proceed against or exhaust departure from any security held by the Agent at Loan Document, including any time or to pursue any other remedy increase in the Agent's power before proceeding against Guarantor, (b) Guarantied Obligations resulting from the defense extension of the statute of limitations in any action hereunder or in any action for the collection or performance of the obligations hereby guaranteed, additional credit; (c) any defense that may arise by reason taking, exchange, release, or non-perfection of the incapacityany Lien on any Collateral, lack of authority or disability of the Borrower or any taking, release, amendment, waiver of, or consent to departure from any other Personguaranty, for any Guarantied Obligations; (d) demand, presentment, protest and notice the existence of any kindclaim, set-off, defense, or other right that any Guarantor may have at any time against any Person, including without limitation notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non- action on the part of the Borrower, the Agent, any endorser or creditor of the Borrower or Guarantor or on the part of any other Person under this or any other instrument in connection with any obligation or evidence of indebtedness held by the Agent as collateral or in connection with the obligation hereby guaranteed, Lxxxxx; (e) 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; (f) any right or defense arising by reason of any claim or defense based upon an election of remedies by the Agent, Lxxxxx including without limitation an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Guarantor, the right of Guarantor to proceed against the Borrower for reimbursement, or both, (f) any defense based upon an impairment or elimination of such Guarantor’s rights of subrogation, reimbursement, contribution, or indemnity of such Guarantor against any statute Borrower or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of the principal, Guarantor or any guarantors or sureties; (g) any duty on the part change, restructuring, or termination of the Agent to disclose to Guarantor any facts the Agent may now or hereafter know about the Borrowercorporate, regardless of whether the Agent has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assumelimited liability company, or has reason to believe that such facts are unknown to partnership structure or existence of any Borrower or any other Guarantor, or has a reasonable opportunity to communicate such facts to Guarantor, ; or (h) any other circumstance that might otherwise constitute a defense arising under Section 364 of the Federal Bankruptcy Code and (i) any claims of any nature whatsoever against the Agent available to, or the other Beneficiaries arising out of or related to the sale or transfer of any collateral or the resolution or settlement of any dispute arising under any Operative Agreement, notwithstanding that such sale or transfer or resolution or settlement occurred at such time or in such a manner as to directly or indirectly increase the amount of the Shortfall obligation to be paid by the Guarantor hereunder. Without limiting the generality of the foregoing, Guarantor hereby expressly waives, to the extent permitted by applicable lawdischarge of, any and all benefits which might otherwise be available to Borrower or any other Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845 through 2847, 2849, 2850, 2899 and 3433, and California Code of Civil Procedure Sections 580a, 580b, 580d and 726or any other guarantor or surety.