Common use of Waiver by the Guarantor Clause in Contracts

Waiver by the Guarantor. The Guarantor unconditionally waives and releases, to the fullest extent permitted by applicable law (a) notice of the acceptance of this Guaranty and of any change in Tenant's financial condition; (b) notices of the creation, renewal, extension or accrual of any Obligation or acceptance of this Guaranty (the Obligations shall conclusively be deemed to have been created, renewed, amended or waived in reliance upon this Guaranty and all dealings between Tenant, the Guarantor and Landlord shall be conclusively presumed to have been had in reliance upon this Guaranty); (c) notices which may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights of Landlord against the Guarantor; (d) the right to interpose all substantive and procedural defenses of the law of guaranty, indemnification and suretyship, except the defenses of prior payment or prior performance by Tenant or the Guarantor of the Obligations; (e) all rights and remedies accorded by applicable laws and regulations to guarantors or sureties, including any extension of time conferred by any law now or hereafter in effect; (f) any right or claim of right to cause a marshaling of Tenant's assets or to cause Landlord to proceed against Tenant or any collateral held by Landlord at any time or in any particular order; (g) rights to the endorsement, assertion or exercise by Landlord of any right, power, privilege or remedy conferred herein or in the Lease or otherwise; (h) requirements of promptness or diligence on the part of Landlord; (i) any notices of the sale, transfer or other disposition of any right, title to or interest in the Premises or the Lease; (j) rights and defenses arising out of an election of remedies by Landlord even though that election of remedies has destroyed the Guarantor's rights of subrogation and reimbursement against Tenant by operation of law or otherwise; or (k) other circumstances whatsoever (except the defenses of prior payment or prior performance by Tenant or the Guarantor of the Obligations) which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against the Guarantor. No failure to exercise and no delay in exercising, on the part of Landlord, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other power or right. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

Waiver by the Guarantor. The Guarantor unconditionally waives any and releases, to the fullest extent permitted by applicable law (a) all notice of the acceptance of this Guaranty and of any change in Tenant's financial condition; (b) notices of the creation, renewal, extension or accrual of any Obligation of the Obligations and notice of or proof of reliance by the Seller upon this Guaranty or acceptance of this Guaranty (Guaranty, and the Obligations shall conclusively be deemed to have been created, renewed, amended contracted or waived incurred in reliance upon this Guaranty Guaranty, and all dealings between Tenant, the Buyer or the Guarantor and Landlord the Seller shall likewise be conclusively presumed to have taken place or been had consummated in reliance upon this Guaranty); . The Guarantor irrevocably waives (ci) notices acceptance hereof, diligence, presentment, demand, protest and any notice not provided for herein, including, without limitation, any notice when the Seller exercises rights against the Buyer to accelerate the unpaid principal amount of any Obligation or to hold, sell, lease or otherwise dispose of Collateral, (ii) the benefit of any act or omission by the Seller which directly or indirectly results in or aids the discharge of the Buyer or the Buyer's payment and performance of any of the Obligations, (iii) any requirement that at any time any action be taken by any corporation or person against the Buyer or any other corporation or person or that resort be had to any security for, or other guaranty of, any Obligation, (iv) any defense that may be required arise by statutereason of lack of authority of the Guarantor or the lack of authority, rule death or disability of law any other person or otherwiseentity, (v) any right that the Guarantor may now or hereafter in effecthave under Section 3-606 of the UCC or otherwise to unimpaired Collateral, to preserve intact any rights of Landlord against the Guarantor; (dvi) the right to interpose all substantive and procedural defenses defense of the law of guaranty, indemnification and suretyship, except the defenses of prior payment or prior performance by Tenant or the Guarantor of the Obligations; (e) all rights and remedies accorded by applicable laws and regulations to guarantors or sureties, including any extension of time conferred by any law now or hereafter in effect; (f) any right or claim of right to cause a marshaling of Tenant's assets or to cause Landlord to proceed against Tenant or any collateral held by Landlord at any time or in any particular order; (g) rights commercial unreasonableness with respect to the endorsement, assertion or Seller's exercise by Landlord of any right, power, privilege or remedy conferred herein or in the Lease or otherwise; (h) requirements of promptness or diligence on the part of Landlord; (i) any notices of the sale, transfer or other disposition of any right, title to or interest in the Premises or the Lease; (j) rights and defenses arising out of an election of remedies by Landlord even though that election of remedies has destroyed the Guarantor's rights of subrogation and reimbursement against Tenant by operation of law or otherwise; or (k) other circumstances whatsoever (except the defenses of prior payment or prior performance by Tenant or the Guarantor of the Obligations) which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against the Guarantor. No failure to exercise and no delay in exercising, on the part of Landlord, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other power or right. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by lawagainst any Collateral or other direct or indirect security for the Obligations or (vii) any defense based upon any fact or condition set forth in clauses (i) through (viii) of Section 2.2.

Waiver by the Guarantor. The Guarantor unconditionally waives and releases, to the fullest extent permitted by applicable law laws and regulations, any and all (a) notice of the acceptance of this Guaranty and of any change in Tenantthe Lessee's financial condition; (b) notices of the creation, renewal, extension or accrual of any Obligation or any of the matters referred to in Section 2.04 hereof or any notice of or proof of reliance by the Beneficiaries upon this Guaranty or acceptance of this Guaranty (the Obligations Obligations, and any of them, shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or waived in reliance upon this Guaranty and all dealings between Tenantthe Lessee, the Sellers or the Guarantor and Landlord the Beneficiaries shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty); (c) notices which may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights of Landlord the Beneficiaries against the Guarantor; (d) the right to interpose all substantive and procedural defenses of the law of guaranty, indemnification and suretyship, except the defenses of prior payment or prior performance by Tenant the Lessee or the Guarantor of the Obligations; (e) all rights and remedies accorded by applicable laws and regulations to guarantors or sureties, including any extension of time conferred by any law now or hereafter in effect; (f) any right or claim of right to cause a marshaling of Tenantthe Lessee's assets or to cause Landlord the Beneficiaries to proceed against Tenant the Lessee or any collateral held by Landlord the Beneficiaries at any time or in any particular order; (g) rights to the endorsement, assertion or exercise by Landlord the Beneficiaries of any right, power, privilege or remedy conferred herein or in the Lease any Operative Document or otherwise; (h) requirements of promptness or diligence on the part of Landlordthe Beneficiaries; (i) any sublease, assignment, renewal, extension or continuation of the Lessee's rights under the Master Lease or any notices of the sale, transfer or transferor other disposition of any right, title to or interest in the Premises Properties or the Leaseany Operative Document; (j0) rights and defenses arising out of an election of remedies by Landlord the Beneficiaries, or any of them, even though that election of remedies has destroyed the Guarantor's rights of subrogation and reimbursement against Tenant Lessee by operation of law or otherwise; or (k) other circumstances whatsoever (except the defenses of prior payment or prior performance by Tenant the Lessee or the Guarantor of the Obligations) which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against the the-Guarantor. No failure to exercise and no delay in exercising, on the part of Landlordthe Beneficiaries, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other power or right. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

Waiver by the Guarantor. The Guarantor unconditionally hereby expressly waives diligence, presentment, demand of payment, protest and releasesall notices whatsoever, and any requirement that any Lender exhaust any right, power or remedy or proceed against Borrower under this Agreement or any other agreement or instrument referred to the fullest extent permitted by applicable law (a) notice herein or therein, or against any other person under any other guarantee of, or security for, any of the acceptance of this Guaranty Obligations. Guarantor waives any and of any change in Tenant's financial condition; (b) notices all notice of the creation, renewal, extension extension, waiver, termination or accrual of any Obligation of the Obligations and notice of or proof of reliance by any Lender upon this Guarantee or acceptance of this Guaranty (Guarantee, and the Obligations Obligations, and any of them, shall conclusively be deemed to have been created, renewed, amended contracted or waived incurred in reliance upon this Guaranty Guarantee, and all dealings between Tenant, the Guarantor Borrower and Landlord Lenders shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty); (c) notices which may Guarantee. This Guarantee shall be required by statuteconstrued as a continuing, rule absolute, irrevocable and unconditional guarantee of law or otherwise, now or hereafter in effect, payment without regard to preserve intact any rights of Landlord against the Guarantor; (d) the right to interpose all substantive and procedural defenses of the law of guaranty, indemnification and suretyship, except the defenses of prior payment or prior performance by Tenant or the Guarantor of the Obligations; (e) all rights and remedies accorded by applicable laws and regulations to guarantors or sureties, including any extension of time conferred by any law now or hereafter in effect; (f) any right or claim of right offset with respect to cause a marshaling of Tenant's assets or to cause Landlord to proceed against Tenant or any collateral held by Landlord the Obligations at any time or from time to time held by Lenders, and the obligations and liabilities of Guarantor hereunder shall not be conditioned or contingent upon the pursuit by Lenders or any other person at any time of any right or remedy against Borrower or against any other person which may be or become liable in respect of all or any particular order; (g) rights part of the Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the endorsement, assertion or exercise by Landlord extent of any right, power, privilege or remedy conferred herein or in its terms upon Guarantor and the Lease or otherwise; (h) requirements of promptness or diligence on the part of Landlord; (i) any notices of the sale, transfer or other disposition of any right, title to or interest in the Premises or the Lease; (j) rights successors and defenses arising out of an election of remedies by Landlord even though that election of remedies has destroyed the Guarantor's rights of subrogation and reimbursement against Tenant by operation of law or otherwise; or (k) other circumstances whatsoever (except the defenses of prior payment or prior performance by Tenant or the Guarantor of the Obligations) which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against the Guarantor. No failure to exercise and no delay in exercising, on the part of Landlord, any right, power or privilege hereunder shall operate as a waiver assigns thereof, nor and shall any single or partial exercise inure to the benefit of any rightLenders, power or privilege preclude any other or further exercise thereof, or the exercise of any other power or right. The rights and remedies herein provided are cumulative their respective successors and not exclusive of any rights or remedies provided by lawassigns.

Waiver by the Guarantor. The Guarantor unconditionally waives any and releases, to the fullest extent permitted by applicable law (a) all notice of the acceptance of this Guaranty and of any change in Tenant's financial condition; (b) notices of the creation, renewal, extension or accrual of any Obligation of the Obligations and notice of or proof of reliance by Seller upon this Guaranty or acceptance of this Guaranty (Guaranty, and the Obligations Obligations, and any of them, shall conclusively be deemed to have been created, renewed, amended contracted or waived incurred in reliance upon, and in consideration of, this Guaranty. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default (except as otherwise expressly stated herein), dishonor or nonpayment to or upon this Buyer with respect to the Obligations. This Guaranty and all dealings between Tenant, the Guarantor and Landlord shall be conclusively presumed construed as a continuing absolute and unconditional guaranty of payment without regard to have been had in reliance upon this Guaranty); (c) notices which may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights of Landlord against the Guarantor; (da) the right to interpose all substantive and procedural defenses of the law of guaranty, indemnification and suretyship, except the defenses of prior payment validity or prior performance by Tenant or the Guarantor enforceability of the Obligations; (e) all rights and remedies accorded by applicable laws and regulations to guarantors , the Promissory Note, or sureties, including any extension of time conferred by any law now or hereafter in effect; (f) any right or claim of right to cause a marshaling of Tenant's assets or to cause Landlord to proceed against Tenant or any collateral held by Landlord offset with respect thereto at any time or in any particular order; from time to time held by Seller, (g) rights to the endorsement, assertion or exercise by Landlord of any right, power, privilege or remedy conferred herein or in the Lease or otherwise; (h) requirements of promptness or diligence on the part of Landlord; (ib) any notices defense, set-off or counterclaim (other than a defense of the sale, transfer prior full payment or other disposition of performance) which may at any right, title time be available to or interest in the Premises or the Lease; (j) rights and defenses arising out of an election of remedies be asserted by Landlord even though that election of remedies has destroyed the Guarantor's rights of subrogation and reimbursement Buyer against Tenant by operation of law or otherwise; Seller, or (kc) any other circumstances whatsoever (except with or without notice to or knowledge of Buyer or the defenses Guarantor) which constitutes, or might be construed to constitute an equitable or legal discharge of prior payment Buyer with respect to the Obligations, or prior performance with respect to the Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Seller may, but shall be under no obligation to, pursue such rights and remedies as it may have against Buyer or any other party or against any collateral, security or guaranty for the Obligations or any right of offset with respect thereto, and any failure by Tenant Seller to pursue such other rights or remedies or to collect any payments from Buyer or any such other party or to realize upon any such collateral, security or guaranty or to exercise any such right of offset, or any release of Buyer or any such other party or any such collateral, security, guaranty or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the Obligations) which might otherwise constitute rights and remedies, whether express, implied or available as a legal or equitable dischargematter of law, release or defense of a guarantor or surety, or which might otherwise limit recourse Seller against the Guarantor. No failure Notwithstanding the foregoing, Guarantor shall have no liability under this Guaranty with respect to exercise and no delay in exercising, on any amounts which are validly subject to set off against the part Promissory Note pursuant to Section 6 of Landlord, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other power or right. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by lawPromissory Note.

Waiver by the Guarantor. The Guarantor unconditionally waives and releases, to the fullest extent permitted by applicable law (a) notice of the acceptance of this Guaranty and of any change in Tenant's financial condition; (b) notices of the creation, renewal, extension or accrual of any Obligation or acceptance of this Guaranty (the Obligations shall conclusively be deemed to have been created, renewed, amended or waived in reliance upon this Guaranty and all dealings between Tenant, the Guarantor and Landlord shall be conclusively presumed to have been had in reliance upon this Guaranty); (c) notices which may be required by statute, rule of law law, or otherwise, now or hereafter in effect, to preserve intact any rights of Landlord against the Guarantor; (d) the right to interpose all substantive and procedural defenses of the law of guaranty, indemnification and suretyship, except the defenses of prior payment or prior performance by Tenant or the Guarantor of the Obligations; (e) all rights and remedies accorded by applicable laws and regulations to guarantors or sureties, including any extension of time conferred by any law now or hereafter in effect; (f) any right or claim of right to cause a marshaling of Tenant's assets or to cause Landlord to proceed against Tenant or any collateral held by Landlord at any time or in any particular order; (g) rights to the endorsement, assertion or exercise by Landlord of any right, power, privilege or remedy conferred herein or in the Lease or otherwise; (h) requirements of promptness or diligence on the part of Landlord; (i) any notices of the sale, transfer or other disposition of any right, title to or interest in the Premises or the Lease; (j) rights and defenses arising out of an election of remedies by Landlord even though that election of remedies has destroyed the Guarantor's rights of subrogation and reimbursement against Tenant by operation of law or otherwise; or (k) other circumstances whatsoever (except the defenses of prior payment or prior performance by Tenant or the Guarantor of the Obligations) which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against the Guarantor. No failure to exercise and no delay in exercising, on the part of Landlord, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other power or right. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.