Common use of Waivers of Defenses Clause in Contracts

Waivers of Defenses. 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 abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or any right to any thereof (including, 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 by Entergy against the Company, whether or not arising under this Agreement and whether or 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 the Company. The obligations and liabilities of Entergy hereunder shall not be released, discharged or in any way affected by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other action or omission in respect of any indebtedness or obligation of the Company or Entergy, whether or not the Company or Entergy shall have had any notice or knowledge of any of the foregoing. Neither failure nor delay by the Company or the Trustees (or either of them) to exercise any right or remedy provided herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Entergy also hereby irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a 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 the Company is or its assets are subject. Anything in this Section 2.3 to the contrary notwithstanding, Entergy shall not be precluded 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. The obligations Guarantor expressly waives any and all rights to defenses arising by reason of Entergy under Sections 1.2(a) any “one-action” or “anti-deficiency” law or any other law that may prevent Landlord from bringing any action, 1.3 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 1.4 to supply capital or cause capital to be supplied or to make cash capital contributions to final payment in legal tender of the Company shall not be subject to any abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or Guaranteed Obligations; (d) any right to any thereof (including, but not limited to, abatements, reductions, limitations, impairments, terminations, set-offs, defenses, counterclaims and recoupments for or claim discharge of the Guaranteed Obligations on account the basis of unjustified impairment of any pastcollateral for the Guaranteed Obligations; (e) any change in the corporate relationship between Guarantor and Tenant or any termination of such relationship; (f) any irregularity, present defect or future indebtedness 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 Company Guaranteed Obligations, whether made with or without notice to Entergy or consent of Guarantor; (j) if the recovery from Tenant or any claim other Person (including without limitation any other guarantor) becomes barred by Entergy against the Companyany statute of limitations or is otherwise prevented; or (k) any neglect, whether delay, omission, failure or not arising under this Agreement and whether refusal of Landlord to take or not arising out of prosecute any action or nonaction on for 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 the Company. The obligations and liabilities of Entergy hereunder shall not be released, discharged or in any way affected by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other action or omission in respect of any indebtedness or obligation of the Company or Entergy, whether or not the Company or Entergy shall have had any notice or knowledge collection of any of the foregoingGuaranteed 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. Neither failure nor delay by the Company or the Trustees (or either Guarantor hereby waives all defenses of them) a surety to exercise any right or remedy provided herein or which they may be entitled by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Entergy also hereby irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a 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 the Company is or its assets are subject. Anything in this Section 2.3 to the contrary notwithstanding, Entergy shall not be precluded 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 Agreementotherwise.

Waivers of Defenses. 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 abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or any right to any thereof (including, 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 by Entergy against the Company, whether or not arising under this Agreement and whether or not arising out of any action or nonaction on the part of the Company Company, or the Trustees (or either of them)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 willful 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 the Company. The obligations and liabilities of Entergy hereunder shall not be released, discharged or in any way affected by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other action or omission in respect of any indebtedness or obligation of the Company or Entergy, whether or not the Company or Entergy shall have had any notice or knowledge of any of the foregoing. Neither failure nor delay by the Company or the Trustees (or either of them) LOC Banks to exercise any right or remedy provided herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Entergy also hereby irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a 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) 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 the Company is or its assets are subject. Anything in this Section 2.3 to the contrary notwithstanding, Entergy shall not be precluded 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. The obligations 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 Entergy under Sections 1.2any such rights or remedies, 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 abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or including without limitation (a) any right to require the Agent to proceed against the Borrower or any thereof 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, (includingb) 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, but not limited to(c) any defense that may arise by reason of the incapacity, abatementslack of authority or disability of the Borrower or any other Person, reductions(d) demand, limitationspresentment, impairments, terminations, set-offs, defenses, counterclaims protest and recoupments for or on account notice of any pastkind, present or future indebtedness including without limitation notice of the Company to Entergy existence, creation or incurring of any claim by Entergy against the Company, whether new or not arising under this Agreement and whether additional indebtedness or not arising out obligation or of any action or nonaction non- action on the part of the Company 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 Trustees (other Beneficiaries arising out of or either related to the sale or transfer of them)any collateral or the resolution or settlement of any dispute arising under any Operative Agreement, including any disposition 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 Project or any part thereof pursuant Shortfall obligation 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 be paid by the Company or any such claim by Entergy against Guarantor hereunder. Without limiting the Company. The obligations and liabilities of Entergy hereunder shall not be released, discharged or in any way affected by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other action or omission in respect of any indebtedness or obligation of the Company or Entergy, whether or not the Company or Entergy shall have had any notice or knowledge of any generality of the foregoing. Neither failure nor delay by the Company or the Trustees (or either of them) to exercise any right or remedy provided herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Entergy also Guarantor hereby irrevocably expressly waives, to the extent that it may do so under permitted by applicable law, any defense based on the adequacy 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 a 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 the Company is or its assets are subject. Anything in this Section 2.3 to the contrary notwithstandingCivil Procedure Sections 580a, Entergy shall not be precluded 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 Agreement580b, 580d and 726.

Waivers of Defenses. 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 abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or any right to any thereof (including, 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 by Entergy against the Company, whether or not arising under this Agreement and whether or 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 the Company. The obligations and liabilities of Entergy Borrowers hereunder shall not be released, discharged in whole or in any way affected part, by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other action or omission 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 respect full of the Credit Obligations (except for contingent indemnity and other contingent Credit Obligations not yet due and payable) at a time after any indebtedness or obligation of the Company Lenders hereunder to make any Loans and of any Issuing Bank to issue Letters of Credit shall have expired or Entergybeen 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 Company liability of any other Person for such deficiency is discharged pursuant to statute, judicial decision or Entergy shall have had 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 Loans or Letters of Credit under this Agreement, notice of occurrence of any Default or knowledge Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement or any of the other Credit Documents), or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted to be taken by the Agent or any Lender or under or in respect of any of the foregoingCredit Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement and the other Credit Documents. Neither failure nor delay Each Borrower hereby waives all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of the Borrowers and any other entity or Person primarily or secondarily liable with respect to any of the Credit Obligations, and all suretyship defenses generally. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment, or place or manner for payment, compromise, refinancing, consolidation or renewals of any of the Credit Obligations of any other Obligor, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Company Agent or any Lender at any time or times in respect of any default by any other Obligor in the performance or satisfaction of any term, covenant, condition or provision of this Agreement and the other Credit Documents of any other Obligor, any and all other indulgences whatsoever by the Agent or any 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 Credit Obligations or the Trustees (addition, substitution or either of them) to exercise any right or remedy provided herein or by statute or at law release, in whole or in equity part, of any other Obligor or any other Person 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 means of obtaining repayment of any of the 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 any extent vary the risk of such Borrower, or otherwise operate as a waiver thereofrelease or discharge of such Borrower, nor shall any single or partial exercise all of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Entergy also hereby irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a remedy at law which may be asserted done without notice to such Borrower; provided, however, that the foregoing shall in no way be deemed to create commercially unreasonable standards 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 Agent’s duties as secured party under the bankruptcy or insolvency law of any jurisdiction to which the Company is or its assets Credit Documents (as such rights and duties are subject. Anything in this Section 2.3 to the contrary notwithstanding, Entergy shall not be precluded 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 Agreementset forth therein).

Waivers of Defenses. 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 abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or any right to any thereof (including, 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 by Entergy against the Company, whether or not arising under this Agreement and whether or not arising out of any action or nonaction on the part of the Company or the Trustees (or either of them)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 the Company. The obligations and liabilities of Entergy hereunder shall not be released, discharged or in any way affected by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other action or omission in respect of any indebtedness or obligation of the Company or Entergy, whether or not the Company or Entergy shall have had any notice or knowledge of any of the foregoing. Neither failure nor delay by the Company or the Trustees (or either of them) Trustee to exercise any right or remedy provided herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Entergy also hereby irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a 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) 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 ’s assets under the bankruptcy or insolvency law of any jurisdiction to which the Company is or its assets are subject. Anything in this Section 2.3 to the contrary notwithstanding, Entergy shall not be precluded 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.