Common use of Waiver of Offset Clause in Contracts

Waiver of Offset. All sums payable by Borrower pursuant to any of the Loan Documents shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower under the Loan Documents shall in no way be released, discharged or otherwise affected (except as expressly provided in the Loan Documents) by reason of: (a) any damage to or destruction of the Project or any Condemnation Event (as defined in the Deed of Trust) affecting the Project or any part thereof; (b) any restriction or prevention of or interference by any third party with any use of the Project or any part thereof; (c) any title defect or encumbrance or any eviction from the Project or any part thereof by title paramount or otherwise; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lender, or any action taken with respect to any of the Loan Documents by any trustee or receiver of Lender, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Borrower shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Borrower waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any of the Secured Obligations.

Waiver of Offset. All sums payable by Borrower pursuant to any of the Loan Documents shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower under the Loan Documents shall in no way be released, discharged or otherwise affected (except as expressly provided in the Loan Documents) by reason of: (a) any damage to or destruction of Casualty Event (as defined in the Project Security Instrument) or any Condemnation Event (as defined in the Deed of TrustSecurity Instrument) affecting the Project Property or any part thereof; (b) any restriction or prevention of or interference by any third party with any use of the Project Property or any part thereof; (c) any title defect or encumbrance or any eviction from the Project Property or any part thereof by title paramount or otherwise; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lender, or any action taken with respect to any of the Loan Documents by any trustee or receiver of Lender, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with BorrowerBorrower or any of the Principal Parties; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Borrower shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Borrower waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any of the Secured Obligations.

Waiver of Offset. All sums payable by Borrower Trustor pursuant to any this Deed of the Loan Documents Trust shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower under the Loan Documents Trustor hereunder shall in no way be released, discharged or otherwise affected (except as expressly provided in the Loan Documentsherein) by reason of: (a) any damage to or destruction of the Project or any Condemnation Event (as defined in condemnation or similar taking of the Deed of Trust) affecting the Project Trust Estate or any part thereof; (b) any restriction or prevention of or interference by any third party with any use of the Project Trust Estate or any part thereof; (c) any title defect or encumbrance or any eviction from the Project Premises or the Improvements or any part thereof by title paramount or otherwise; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to LenderBeneficiary or any guarantor of any Obligations, or any action taken with respect to any this Deed of the Loan Documents Trust by any trustee or receiver of LenderBeneficiary, or by any court, in any such proceeding; (e) any claim which Borrower Trustor has or might have against LenderBeneficiary; (f) any default or failure on the part of Lender Beneficiary to perform or comply with any of the terms hereof or of any other agreement with BorrowerTrustor; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Borrower Trustor shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Borrower Trustor waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any of the Secured Obligationssum secured hereby and payable by Trustor.

Waiver of Offset. All sums payable by Borrower pursuant to any of the Loan Documents Mortgagor shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower under the Loan Documents Mortgagor hereunder shall in no way be released, discharged or otherwise affected (except as expressly provided in the Loan Documentsherein) by reason of: (ai) any damage to or destruction of the Project or any Condemnation Event (as defined in condemnation or similar taking of the Deed of Trust) affecting the Project Mortgaged Property or any part thereof; (bii) any restriction or prevention of or interference by any third party with any use of the Project Mortgaged Property or any part thereof; (ciii) any title defect or encumbrance or any eviction from the Project Mortgaged Property or the Improvements or any part thereof by title paramount or otherwise; (div) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to LenderMortgagor, or any action taken with respect to any of the Loan Documents this Mortgage by any trustee or receiver of LenderMortgagor, or by any court, in any such proceedingproceedings; (ev) any claim which Borrower Mortgagor has or might have against Lenderthe Mortgagee; (fvi) any default or failure on the part of Lender Mortgagee to perform or comply with any of the terms hereof or of any other agreement with BorrowerMortgagor; or (gvii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Borrower Mortgagor shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Borrower Mortgagor waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any of sum secured hereby and payable by the Secured ObligationsMortgagor.

Waiver of Offset. All sums payable by Borrower pursuant to any of the Loan Documents shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower under the Loan Documents shall in no way be released, discharged or otherwise affected (except as expressly provided in the Loan Documents) by reason of: (a) any damage to or destruction of the Project Improvements or any Condemnation Event (as defined in the Deed of Trust) condemnation or eminent domain action affecting the Project Improvements or any part thereof; (b) any restriction or prevention of or interference by any third party with any use of the Project Improvements or any part thereof; (c) any title defect or encumbrance or any eviction from the Project or any part thereof by title paramount or otherwise; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lender, or any action taken with respect to any of the Loan Documents by any trustee or receiver of Lender, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Borrower shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Borrower waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any of the Secured Obligations.

Waiver of Offset. All sums payable by Borrower pursuant to any of the Mezzanine Loan Documents shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower under the Mezzanine Loan Documents shall in no way be released, discharged or otherwise affected (except as to the extent, if any, expressly provided in the Mezzanine Loan Documents) by reason ofof any of the following: (a) any damage to or destruction of any of the Project Properties or any Condemnation Event (as defined in portion thereof or any condemnation proceeding affecting any of the Deed of Trust) affecting the Project Properties or any part thereof; (b) any restriction or prevention of or interference by any third party with any use of any of the Project Properties or any part thereof; (c) any title defect or encumbrance or any eviction from any of the Project Properties or any part thereof by title paramount or otherwise; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lender, or any action taken with respect to any of the Mezzanine Loan Documents or Senior Loan Documents by any trustee or receiver of Lender, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms or provisions hereof or of any other agreement with Borrower; (g) any default under, foreclosure or other enforcement of, or other action under or relating to, the Senior Loan Documents; or (gh) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; , whether or not Borrower shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Borrower waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any of the Secured Obligations.

Waiver of Offset. All sums payable by Borrower pursuant to any of the Loan Documents shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower under the Loan Documents shall in no way be released, discharged or otherwise affected (except as expressly provided in the Loan Documents) by reason of: (a) any damage to or destruction of the Project or any Condemnation Event (as defined in is the Deed of Trust) affecting the Project or any part thereof; (b) any restriction restrictions or prevention of or interference by any third party with any use of the Project or any part thereof; , (c) any title defect or encumbrance or any eviction from the Project or any part thereof by title paramount or otherwise; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lender, or any action taken with respect to any of the Loan Documents by any trustee or receiver of Lender, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Borrower shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Borrower waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any of the Secured Obligations.

Waiver of Offset. All sums payable by Borrower Mortgagor pursuant to any of the Loan Documents this Mortgage shall be paid (except as otherwise expressly provided herein or in any other Loan Document) without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations Obligations and liabilities of Borrower under the Loan Documents Mortgagor hereunder shall in no way be released, discharged or otherwise affected (except as otherwise expressly provided herein or in the any other Loan DocumentsDocument) by reason of: (ai) any damage to or destruction of the Project or any Condemnation Event (as defined in condemnation or similar taking of the Deed of Trust) affecting the Project Mortgaged Property or any part thereof; (bii) any restriction or prevention of or interference by any third party with any use of the Project Mortgaged Property or any part thereof; (ciii) any title defect or encumbrance or any eviction from the Project Premises or any part thereof by title paramount or otherwise; (div) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to LenderMortgagee or the Lenders, or any action taken with respect to any of the Loan Documents this Mortgage by any trustee or receiver of LenderMortgagee, or by any court, in any such proceeding; (ev) any claim which Borrower Mortgagor has or might have against LenderMortgagee; (fvi) any default or failure on the part of Lender Mortgagee to perform or comply with any of the terms hereof or of any other agreement with BorrowerMortgagor; or (gvii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Borrower Mortgagor shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Borrower Mortgagor waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any of the Secured Obligationssum secured hereby and payable by Mortgagor.

Waiver of Offset. All sums payable by Borrower pursuant to any of the Loan Documents shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower under the Loan Documents shall in no way be released, discharged or otherwise affected (except as expressly provided in the Loan Documents) by reason of: (a) any damage to or destruction of the Project Projects or any part thereof or any Condemnation Event (as defined in the Deed of Trust) affecting the Project Projects or any part thereof; (b) any restriction or prevention of or interference by any third party with any use of the Project Projects or any part thereof; (c) any title defect or encumbrance or any eviction from the Project Projects or any part thereof by title paramount or otherwise; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lender, or any action taken with respect to any of the Loan Documents by any trustee or receiver of Lender, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Borrower shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Borrower waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any of the Secured Obligations.

Waiver of Offset. All sums payable by Borrower pursuant to any of the Loan Documents shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower under the Loan Documents shall in no way be released, discharged or otherwise affected (except as expressly provided in the Loan Documents) by reason of: (a) any damage to Casualty Event (as defined in the Security Instrument) or destruction of the Project or EXHIBIT 4.13 any Condemnation Event (as defined in the Deed of TrustSecurity Instrument) affecting the Project or any part thereof; (b) any restriction or prevention of or interference by any third party with any use of the Project or any part thereof; (c) any title defect or encumbrance or any eviction from the Project or any part thereof by title paramount or otherwise; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lender, or any action taken with respect to any of the Loan Documents by any trustee or receiver of Lender, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with BorrowerBorrower or any of the Principal Parties; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Borrower shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Borrower waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any of the Secured Obligations.

Waiver of Offset. All sums payable by Borrower pursuant to any of ---------------- the Loan Documents shall be paid without notice, demand, counterclaim, setoff, deduction deduction, or defense and without abatement, suspension, deferment, diminution diminution, or reduction, and the obligations and liabilities of Borrower under the Loan Documents shall in no way be released, discharged discharged, or otherwise affected (except as expressly provided in the Loan Documents) by reason of: (a) any damage to or destruction of any part of the Project Collateral or any Condemnation Event (as defined in the Deed taking of Trust) affecting the Project or any part of the Collateral for any public or quasi-public use under any governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof; (b) any restriction or prevention of or interference by any third party with any use of the Project Greenhouse or any part thereof; (c) any title defect or encumbrance or any eviction from the Project or any part thereof by title paramount or otherwise; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation liquidation, or other like proceeding relating to Lender, or any action taken with respect to any of the Loan Documents by any trustee or receiver of Lender, or by any court, in any such proceeding; (e) any claim which that Borrower has or might have against Lender; or (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Borrower shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Borrower waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution diminution, or reduction of any of the Secured Obligations.