Agmt09 South Bay Recycling, LLC - Laserfiche WebLink

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reorganization or cessation of existence of the Contractor; (2) any amendment, modification or waiver of any provision of the Agreement or the extension of its Term; (3) the actual or purported rejection. of the Agreement by a trustee in bankruptcy, or any limitation on any claim in bankruptcy resulting from the actual or purported termination of the Agreement; (4) any waiver, extension, release or modification with respect to any of the obligations of the Agreement guaranteed hereunder or the impairment or suspension of any of the Authority's rights or remedies against Contractor; or (5) any merger or consolidation of the Contractor with any other organization, or any sale, lease or transfer of any or all the assets of the Contractor. The Guarantors hereby waive any and all rights, benefits and defenses under California Civil Code Sections 2809, 2815, 2819, 2845, 2849 ~nd 2850, and all other rights permitted to be waived by Section 2856(a) including, without limitation, the right to require the Authority to (a) proceed against Contractor, (b) proceed against or exhaust any security or collateral the Authority may hold now or hereafter hold, or (c) pursue any other right or remedy for Guarantors' benefit, and agree that the Authority may proceed against Guarantors or either of them for the obligations guaranteed herein without taking any action against Contractor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Authority may hold now or hereafter hold. The Authority may unqualifiedly exercise in its sole discretion any or all rights and remedies available to it against Contractor or any other guarantor or pledgor without impairing the Authority's rights and remedies in enforcing this Guarantee. The Guarantors hereby waive and agree to waive at any future time at the request of the Authority, to the extent now or then permitted by applicable law, any and all rights which the Guarantors m~y have or which at any time hereafter may be conferred upon them, by statute, regulation or otherwise, to avoid any of their obligations under, or to terminate, cancel, quit or surrender this Guaranty. Without limiting the generality of the foregoing, it is agreed that the occurrence of anyone or more of the following shall not affect the liability of the Guarantors hereunder: (a) at any time or from time to time, without notice to the Guarantors, the time for Contractor's performance of or compliance with any of its obligations under the Agreement is extended, or such performance or compliance is waived; (b) the Agreement is modified or amended in any respect; (c) any other indemnification with respect to Contractor's obligations under the Agreement or any security therefor is released or exchanged in whole or in part or otherwise dealt with; (d) any assignment of the Agreement is effected which does not require the Authority's approval; or (e) any termination or suspension of the Agreement arising by reason of a default by Contractor. The Guarantors hereby expressly waive diligence, presentment, demand for payment or performance, protest and all notices whatsoever, including, but not limited to, notices of non- payment or non-performance, notices of protest, notices of any breach or default, and notices of acceptance of this Guaranty, If all or any portion of the obligations guaranteed hereunder are paid or performed, Guarantors' obligations hereunder shall continue and remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from the Authority as a preference, fraudulent transfer or otherwise, irrespective of (a) any notice of revocation given by Guarantors or Contractor prior to such avoidance or recovery, or (b) payment in full of any obligations then outstanding. The Guarantors expressly subordinate and waive their respective rights to subrogation, reimbursement, contribution or indemnity with respect to performance by Guarantors of the obligations of Contractor guaranteed hereby, until such time as the Authority receives payment or performance in full of all such obligations. 2 ]944685.1