Common use of Certain Waivers Clause in Contracts

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, (d) any right to require any Guaranteed Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed Party’s power whatsoever, (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any the Guaranteed PartyParties) of the liability of the Borrower or any other than payment and performance in full of the Guaranteed Obligations, Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any the Guaranteed Party Parties to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in any the Guaranteed Party’s Parties’ power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any the Guaranteed Party Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives each of the following with respect to the enforceability of this Guaranty: (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of the Borrower or any other than payment and performance in full of the Guaranteed Obligations, Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives with respect to the enforceability of this Guaranty all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Guaranteed PartyLender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Borrower; (b) any defense based on any claim that such Guarantor’s Guarantors’ obligations exceed or are more burdensome than those of the any Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s the Guarantors’ liability hereunder, ; (d) any right to require the Agent or any Guaranteed Party Lender to proceed against the any Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any Guaranteed PartyLender’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Guaranteed Party Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty hereof or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Company, any other Note Party or any other Guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed PartyHolder) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Company; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, Company; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party Holder to proceed against the BorrowerCompany or any other Note Party, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power whatsoever, Holder; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Holder; and (f) to the fullest full extent permitted by law, any and all other defenses (other than the defense of payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Designated Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the Collateral Agent, any Guaranteed PartyLender or any L/C Issuer) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Designated Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the any Designated Borrower, ; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require the Administrative Agent, the Collateral Agent, any Guaranteed Party Lender or any L/C Issuer to proceed against the any Designated Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s, the Collateral Agent’s, any Guaranteed PartyLender’s or any L/C Issuer’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent, the Collateral Agent or any Guaranteed Party Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the Collateral Agent, any Guaranteed PartyLender or any L/C Issuer) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of any of the Borrower, Borrowers; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require the Administrative Agent, the Collateral Agent, any Guaranteed Party Lender or any L/C Issuer to proceed against the a Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s, the Collateral Agent’s any Guaranteed PartyLender’s or any L/C Issuer’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party the Administrative Agent, on behalf of itself, the L/C Issuer and the Lenders; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Secured Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed Secured Party’s power whatsoever, whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party and Secured Party; (f) any defense relating to the fullest extent permitted by law, failure of any Secured Party to comply with the applicable laws in connection with the sale or other disposition of Collateral for all or any part of the Guaranteed Obligations; (g) any amendment or waiver of the term of any Guaranteed Obligation; (h) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; (i) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (j) any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Each Guarantor waives (a) Holdings and each Subsidiary Guarantor waives, to the fullest extent permitted by law, (i) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Lender Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrowers; (bii) any defense based on any claim that such Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the any Borrower, ; (ciii) the benefit of any statute of limitations affecting such Holdings’ or any Subsidiary Guarantor’s liability hereunder, ; (div) any right to require any Guaranteed Lender Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Secured Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Lender Party whatsoever, ; (ev) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Lender Party; and (fvi) to the fullest extent permitted by law, any and all other defenses (other than a defense of payment in full) or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Holdings and each Subsidiary Guarantor expressly waives waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations, except as otherwise expressly set forth in this Agreement.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower any other Loan Party or any Subsidiary of a Loan Party or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower any other than payment and performance in full Loan Party or any Subsidiary of the Guaranteed Obligations, a Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, any other Loan Party or any Subsidiary of a Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrowerany other Loan Party or any Subsidiary of a Loan Party, proceed against or exhaust any security for the Guaranteed Secured Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Secured Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantors, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Lender Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Lender Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party or any other Guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Creditor Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Creditor Party to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Creditor Party’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Creditor Party; and (f) to the fullest full extent permitted by law, any and all other defenses (other than the defense of payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other GuarantorGuarantor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Guaranteed PartyLender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require the Agent or any Guaranteed Party Lender to proceed against the BorrowerBorrower or any other Guarantor or any other guarantor, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any Guaranteed PartyLender’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Agent or any Guaranteed Party Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties; provided, subject to the Liability Cap, the foregoing shall not constitute a waiver of the defense of payment to the extent, and solely with respect to, amounts that have been indefeasibly paid, and required obligations that have been performed, in each case, in full, in accordance with the Credit Agreement. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor The Company waives (a) any defense arising by reason of any disability or other defense of the Borrower Designated Borrowers or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any Guaranteed PartyLender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Designated Borrowers; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrower, Designated Borrowers; (c) the benefit of any statute of limitations affecting such Guarantorthe Company’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the BorrowerDesignated Borrowers, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any Guaranteed Party’s power Lender whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent, the L/C Issuer or any Guaranteed Party and Lender; (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. Each Guarantor The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Guaranteed PartyLender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require the Administrative Agent or any Guaranteed Party Lender to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the Administrative Agent’s or any Guaranteed PartyLender’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Guaranteed Party Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor hereby, to the extent permitted by applicable Law, waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party or any other Guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Creditor Party) of the liability of the Borrower (other than the defense of prior payment and performance in full of the Guaranteed Obligations, ); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party requirement to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Creditor Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Creditor Party; and (f) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor The Company waives (a) any defense arising by reason of any disability or other defense of the any Designated Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Guaranteed PartyLender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Designated Borrower; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrower, Designated Borrowers; (c) the benefit of any statute of limitations affecting such Guarantorany Designated Borrower’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the any Designated Borrower, proceed against or exhaust any security for the Guaranteed Designated Borrower Obligations, or pursue any other remedy in the power of the Administrative Agent or any Guaranteed Party’s power Lender whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Guaranteed Party Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor The Company expressly waives all setoffs setoffs, deductions and counterclaims and all presentments, demands for payment or performance, notices of acceleration, notice of intent to accelerate, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Designated Borrower Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Designated Borrower Obligations.

Certain Waivers. Each Subsidiary Guarantor waives (ai) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Lender Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Borrower; (bii) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the any Borrower, ; (ciii) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (iv) except as expressly set forth in Section 10.02(g) below, (d) any right to require any Guaranteed Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Borrower Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Lender Party whatsoever; (v) except as expressly set forth in Section 10.02(g) below, (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Lender Party; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Borrower Obligations, and all notices of acceptance of this Subsidiary Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Borrower Obligations.

Certain Waivers. Each Guarantor The Company waives (ai) any defense arising by reason of any disability or other defense of the any Designated Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Lender Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Designated Borrower; (bii) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the any Designated Borrower, ; (ciii) the benefit of any statute of limitations affecting such Guarantorany Designated Borrower’s liability hereunder; (iv) except as expressly set forth in Section 10.01(f) below, (d) any right to require any Guaranteed Party to proceed against the any Designated Borrower, proceed against or exhaust any security for the Guaranteed Designated Borrower Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Lender Party whatsoever; (v) except as expressly set forth in Section 10.01(f) below, (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Lender Party; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Designated Borrower Obligations, and all notices of acceptance of this Company Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Designated Borrower Obligations.

Certain Waivers. Each The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Partythe Lender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party the Lender to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any Guaranteed Party’s power whatsoever, defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party and the Lender; (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Each Guarantor Verisk waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowing Subsidiaries or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Guaranteed PartyLender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrowing Subsidiaries; (b) any defense based on any claim that such GuarantorVerisk’s obligations exceed or are more burdensome than those of the Borrower, Borrowing Subsidiaries; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, (d) any right to require the Administrative Agent or any Guaranteed Party Lender to proceed against the BorrowerBorrowing Subsidiaries, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in any Guaranteed Partythe Administrative Agent’s or the Lenders’ power whatsoever, ; (ed) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party the Administrative Agent or the Lenders; and (fe) all defenses based on suretyship or impairment of collateral (Verisk, the Administrative Agent, and the Lenders intending this waiver to have the fullest extent permitted by law, any effects described in Section 48 of the Restatements (Third) of the Law of Suretyship and all other defenses or benefits that may be derived from or afforded by Requirement of Law limiting the liability of or exonerating guarantors or suretiesGuaranty). Each Guarantor Verisk expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Borrowing Subsidiary Obligations, and all notices of acceptance of this Guaranty Article XI or of the existence, creation or incurrence of new or additional Guaranteed Borrowing Subsidiary Obligations.

Certain Waivers. Each Guarantor waives to the fullest extent permitted by Applicable Law (a) any defense arising by reason of any disability or other defense of the Borrower any Obligor or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Obligor; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, any Borrower or any other Obligor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Secured Party to proceed against the Borrowerany Borrower or any other Obligor, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed Secured Party’s power whatsoever, whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party and Secured Party; (f) any defense relating to the fullest extent permitted by law, failure of any Secured Party to comply with the Applicable Laws in connection with the sale or other disposition of Collateral for all or any part of the Guaranteed Obligations; (g) any amendment or waiver of the term of any Guaranteed Obligation; (h) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; (i) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (j) any and all other defenses or benefits that may be derived from or afforded by Requirement of Applicable Law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Each Guarantor waives (a) any defense to the payment of the Guaranteed Obligations arising by reason of any disability or other defense of the Borrower Borrower, any other Guarantor or any other Guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Creditor Party) of the liability of the Borrower (other than the defense of prior payment and performance in full of the Guaranteed Obligations, ); (b) any defense to the payment of the Guaranteed Obligations based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party requirement to proceed against the BorrowerBorrower or any other Guarantor, proceed against or exhaust any security for collateral securing the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Creditor Party whatsoever, ; (e) any benefit of and any right to participate in any security collateral securing the Guaranteed Obligations now or hereafter held by any Guaranteed Party Creditor Party; and (f) to the fullest extent permitted by law, any and all other defenses to the payment of the Guaranteed Obligations (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations; provided, however, that nothing in this Section 10.03 shall be deemed a waiver of Borrower’s right to assert any compulsory counterclaim, if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of Borrower’s right to independently assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against the Administrative Agent or any Lender under this Agreement in any separate action or proceeding.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed PartyAdministrative Agent) of the liability of the Borrower or any other than payment and performance in full of the Guaranteed Obligations, Guarantor; (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party Administrative Agent to proceed against the BorrowerBorrower or any other Guarantor, proceed against or exhaust any collateral security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed PartyAdministrative Agent’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by Administrative Agent; (f) any Guaranteed Party bankruptcy or insolvency of Borrower; (g) any change in ownership of Borrower or any other Guarantor; (h) any defense based on any act or failure to act of Administrative Agent referred to in Section 3; and (fi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or suretiessureties including any defenses based on suretyship or impairment of collateral. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor hereby, to the extent permitted by applicable Law, waives (a) any defense arising by reason of any disability or other defense of the Borrower any Borrower, any other Loan Party or any other Guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Creditor Party) of the liability of the any Borrower (other than the defense of prior payment and performance in full of the Guaranteed Obligations, ); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party requirement to proceed against the Borrowerany Borrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Creditor Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Creditor Party; and (f) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Holdings and each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrowers; (b) any defense based on any claim that such Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower, Borrowers; (c) the benefit of any statute of limitations affecting such Holdings’ or any Subsidiary Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the Guaranteed Guarantied Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Secured Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or suretiessureties (other than Payment In Full). Each Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Guarantied Obligations, and all notices of acceptance of this Guaranty guaranty or of the existence, creation or incurrence of new or additional Guaranteed Guarantied Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of Administrative Agent, the Security Agent or any Guaranteed PartyLender) of the liability of the Borrower or any other than payment and performance in full of the Guaranteed Obligations, Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent, the Security Agent or any Guaranteed Party’s power Lender whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Guaranteed Party Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor The Company waives (a) any defense arising by reason of any disability or other defense of the Borrower Subsidiary Borrowers or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the Issuing Bank or any Guaranteed PartyLender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Subsidiary Borrowers; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrower, Subsidiary Borrowers; (c) the benefit of any statute of limitations affecting such Guarantorthe Company’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the BorrowerSubsidiary Borrowers, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the power of the Administrative Agent, the Issuing Bank or any Guaranteed Party’s power Lender whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent, the Issuing Bank or any Guaranteed Party and Lender; (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Subsidiary Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. Each Guarantor The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of Agent or any Guaranteed PartyLender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Borrower; (b) any defense based on any claim that such Guarantor’s Guarantors’ obligations exceed or are more burdensome than those of the any Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s the Guarantors’ liability hereunder, ; (d) any right to require Agent or any Guaranteed Party Lender to proceed against the Borrowerany Borrower or other Guarantor, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in Agent’s or any Guaranteed PartyLender’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Guaranteed Party Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty hereof or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense (other than the defense that the Senior Secured Obligations shall have been fully and finally performed and paid in full in cash, to the extent of any such payment) of the Borrower Borrower, any subsidiary of the Borrower, or any other Guarantorguarantor of any of the Senior Secured Obligations, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party the Collateral Agent to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed Partythe Collateral Agent’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party the Collateral Agent on behalf of the Secured Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor dishonor, and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation creation, or incurrence of new or additional Guaranteed Obligations. Notwithstanding the foregoing, nothing set forth herein shall alter or modify such Guarantor’s right to receive notice of any matter under any of the other Financing Documents.

Certain Waivers. Each To the fullest extent permitted by Applicable Law, each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrowers; (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the Borrower, Borrowers; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the Guaranteed Guarantied Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Secured Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Secured Party; and (f) to the fullest extent permitted by lawApplicable Law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, and, to the fullest extent permitted by law, any notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Guarantied Obligations.

Certain Waivers. Each Guarantor waives to the fullest extent permitted by Law (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party, but excluding satisfaction thereof by way of payment) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Secured Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or suretiessureties (in each case, other than a defense relating to indefeasible payment in full of the Obligations). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, the Guarantor, or any other Guarantorguarantor (other than the defense that the Guaranteed Obligations have been performed and indefeasibly paid in cash, to the extent of any such payment), or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Credit Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party the Credit Parties to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in any Guaranteed Party’s the Credit Parties’ power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party the Credit Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor or default, notice of intent to accelerate, notice of acceleration, and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. The Guarantor waives any rights and defenses that are or may become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower any Borrower, any other Guarantor or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed PartyGuarantee Beneficiary) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, any Borrower (or all Borrowers); (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party the Administrative Agent to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or any Guaranteed Partyother Guarantee Beneficiary’s power whatsoever, whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party and Guarantee Beneficiary; (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty; (g) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation and (h) any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and paid in full in cash. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of a Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Each To the fullest extent permitted by applicable Law, each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Company or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Lender Party) of the liability of the Borrower Company other than indefeasible payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerCompany, (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, (d) any right to require any Guaranteed Lender Party to proceed against the BorrowerCompany, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed Lender Party’s power whatsoever, (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Lender Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each To the fullest extent not prohibited by applicable Law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower Borrower, other than the payment and performance of the Obligations in full of in cash in accordance with the Guaranteed Obligations, Loan Documents; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Secured Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Guaranteed PartyLender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, any Borrowers; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require the Agent or any Guaranteed Party Lender to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any Guaranteed PartyLender’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Guaranteed Party Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Guarantor waives any rights and defenses that are or may become available to Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code.

Certain Waivers. Each The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed PartyGuarantee Beneficiary) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, any Borrower (or all Borrowers); (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party the Administrative Agent to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or any Guaranteed Partyother Guarantee Beneficiary’s power whatsoever, whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party and Guarantee Beneficiary; (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty; (g) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation and (h) any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and paid in full in cash. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) subject to Section 10.05, any right to require any Guaranteed Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Secured Party whatsoever, ; (e) subject to Section 10.05, any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each To the fullest extent permitted under applicable Law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrowers; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) subject to Section 10.05, any right to require any Guaranteed Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Secured Party whatsoever, ; (e) subject to Section 10.05, any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each To the fullest extent permitted under applicable Law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party or any other Guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Creditor Party) of the liability of the Borrower (other than the defense of prior payment and performance in full of the Guaranteed Obligations, ); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party requirement to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Creditor Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Creditor Party; and (f) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor’s right to assert any claim that would constitute a setoff or counterclaim against any Person in any separate action or proceeding) and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party, or any other Guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower (other than payment the defense that the Guaranteed Obligations have been fully performed and performance paid in full of the Guaranteed Obligations, in immediately available funds); (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Secured Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power whatsoever, Secured Party whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party and Secured Party; (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds); and (g) any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds). Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds), and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds).

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Lender Party) of the liability of the Borrower Borrowers or any other than payment and performance in full of the Guaranteed Obligations, Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, Borrowers or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the BorrowerBorrowers or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Lender Party or Affiliate Counterparty or other Affiliates of any Lender holding any Swap Obligations whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Lender Party, Affiliate Counterparty or other Affiliates of any Lender holding any Swap Obligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, Parent, or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Credit Party) of the liability of the Borrower (other than payment and performance in full of the defense that the Guaranteed ObligationsObligations have been performed and indefeasibly paid in cash, to the extent of any such payment); (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party the Credit Parties to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in any Guaranteed Party’s the Credit Parties’ power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party the Credit Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor or default, notice of intent to accelerate, notice of acceleration, and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other GuarantorLoan Party, or the cessation from any cause whatsoever (including any act or omission of any the Guaranteed PartyParties) of the liability of the any Borrower or any other than payment and performance in full of the Guaranteed Obligations, Loan Party; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, any Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require any the Guaranteed Party Parties to proceed against the Borrowerany Borrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in any the Guaranteed Party’s Parties’ power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; (f) any defense arising from any change in Law affecting any term of the Guaranteed Party Debt; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Designated Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, any Guaranteed PartyLender or any L/C Issuer) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Designated Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the any Designated Borrower, ; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require the Administrative Agent, any Guaranteed Party Lender or any L/C Issuer to proceed against the any Designated Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s, any Guaranteed PartyLender’s or any L/C Issuer’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Guaranteed Party Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower any Loan Party or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower Borrower, any other than payment and performance in full of the Guaranteed Obligations, Loan Party or any other Person; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, any other Loan Party or any other Person; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrower, any other Loan Party or any other Person, proceed against or exhaust any security for the Guaranteed Secured Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Secured Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or suretiessureties (other than a defense of performance). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations.

Certain Waivers. Each The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Partythe Lender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party the Lender to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed Partythe Lender ’s power whatsoever, whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party and the Lender; (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Each Guarantor of AGFC and the Subsidiary Guarantors waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrower; (b) any defense based on any claim that such GuarantorAGFC’s or the Subsidiary Guarantors’ obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such GuarantorAGFC’s or the Subsidiary Guarantors’ liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Secured Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor of AGFC and the Subsidiary Guarantors expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed ObligationsObligations . As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the either Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the either Borrower or any other than payment and performance in full of the Guaranteed Obligations, Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, either Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrowereither Borrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Secured Obligations or the Foreign Subsidiary Secured Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Secured Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations or the Foreign Subsidiary Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations or Foreign Subsidiary Secured Obligations.

Certain Waivers. Each The Guarantor waives waives, to the extent permitted by applicable law, (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Partythe Secured Parties) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party the Secured Parties to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed Party’s the Secured Parties’ power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party the Secured Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. In connection with the foregoing, the Guarantor covenants that its obligations hereunder shall not be discharged, except by complete performance.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any Guaranteed Partyother Lender) of the liability of the Borrower or any other Loan Party (other than as to the payment and performance in full of the Guaranteed Obligations, ); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any Guaranteed Party’s power other Lender whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent, the L/C Issuer or any Guaranteed Party other Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Applicable Law limiting the liability of or exonerating guarantors or suretiessureties (other than as to the payment in full of the Guaranteed Obligations). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, Parent, or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Credit Party) of the liability of the Borrower (other than payment and performance in full of the defense that the Guaranteed ObligationsObligations have been performed and indefeasibly paid in cash, to the extent of any such payment); (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party the Credit Parties to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in any Guaranteed Party’s the Credit Parties’ power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party the Credit Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor or default, notice of intent to accelerate, notice of acceleration, and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. (a) Each Guarantor waives waives, to the extent permitted by applicable Law, (ai) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower or any other than payment and performance in full of the Guaranteed Obligations, Loan Party; (bii) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, Borrower or any other Loan Party; (ciii) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder, ; (div) any right to require any Guaranteed Party to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Secured Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Secured Party whatsoever, ; (ev) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Secured Party; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent, Collateral Agent, Documentation Agent, or any Guaranteed PartyLender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, any Borrowers; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require the Agent, Collateral Agent, Documentation Agent, or any Guaranteed Party Lender to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Agent’s, Collateral Agent’s, Documentation Agent’s, or any Guaranteed PartyLender’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by Agent, Collateral Agent, Documentation Agent, or any Guaranteed Party Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Guarantor waives any rights and defenses that are or may become available to Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower any Borrower, any other Loan Party or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any the Guaranteed PartyParties) of the liability of the any Borrower or any other than payment and performance in full of the Guaranteed Obligations, Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, any Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any the Guaranteed Party Parties to proceed against the Borrowerany Borrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in any the Guaranteed Party’s Parties’ power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; (f) any defense arising from any change in Law affecting any term of the Guaranteed Party Debt; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor The Administrative Borrower waives (a) any defense arising by reason of any disability or other defense of the Borrower any Loan Party or any other GuarantorForeign Swap Obligor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Guaranteed other Secured Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Loan Party or any Foreign Swap Obligor; (b) any defense based on any claim that such Guarantorthe Administrative Borrower’s obligations under this Borrower Guaranty exceed or are more burdensome than those of the Borrower, Guarantors or any Foreign Swap Obligor; (c) the benefit of any statute of limitations affecting such Guarantorthe Administrative Borrower’s liability hereunder, under this Borrower Guaranty; (d) any right to require the Administrative Agent or any Guaranteed other Secured Party to proceed against the Borrowerany other Loan Party or any Foreign Swap Obligor, proceed against or exhaust any security for the Guaranteed Guarantor Primary Obligations or Foreign Subsidiary F/X Obligations, or pursue any other remedy in the Administrative Agent’s or any Guaranteed Party’s other Secured Parties’ power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Guaranteed Party other Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties, other than payment in full in cash of all Obligations (other than unasserted contingent obligations not yet due) and termination of all Commitments. Each Guarantor For so long as any Obligations remain outstanding, the Administrative Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Subsidiary Obligations, and all notices of acceptance of this Borrower Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Subsidiary Obligations.

Certain Waivers. Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower any Obligor or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Obligor; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, any Borrower or any other Obligor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Secured Party to proceed against the Borrowerany Borrower or any other Obligor, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed Secured Party’s power whatsoever, whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party and Secured Party; (f) any defense relating to the fullest extent permitted by law, failure of any Secured Party to comply with the Applicable Laws in connection with the sale or other disposition of Collateral for all or any part of the Guaranteed Obligations; (g) any amendment or waiver of the term of any Guaranteed Obligation; (h) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; (i) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (j) any and all other defenses or benefits that may be derived from or afforded by Requirement of Applicable Law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Each Guarantor waives The Company waives: (a) any defense arising by reason of any disability or other defense of the Borrower other Borrowers or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, any Guaranteed PartyL/C Issuer or any Lender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrowers; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrower, other Borrowers; (c) the benefit of any statute of limitations affecting such Guarantorthe Company’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrowerother Borrowers, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the power of the Administrative Agent, any Guaranteed Party’s power L/C Issuer or any Lender whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent, any Guaranteed Party and L/C Issuer or any Lender; (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties; (g) any defense arising from any change in corporate existence or structure of any other Borrower; and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. Each Guarantor The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each The Limited Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor of the Obligations, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such the Limited Guarantor’s obligations exceed or are more burdensome than those of the Borrower, (c) the benefit of any statute of limitations affecting such the Limited Guarantor’s liability hereunder, (d) any right to require any Guaranteed Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed Party’s power whatsoever, (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Party, other than any benefit or right attributable to X. Xxxxx Financial Inc.’s status and capacity as a Lender under the Credit Agreement, which benefits and rights are hereby preserved, and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law limiting the liability of or exonerating guarantors or sureties, including, without limitation, any defense, waiver, or objection relating in any way to the X. Xxxxx 2020 Backstop, or any defense related to change circumstances, frustration of purpose, impossibility of performance or other claim based in law or equity. Each The Limited Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Limited Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) Holdings and each Subsidiary Guarantor waives, to the fullest extent permitted by law, (i) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Lender Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrower; (bii) any defense based on any claim that such Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (ciii) the benefit of any statute of limitations affecting such Holdings’ or any Subsidiary Guarantor’s liability hereunder, ; (div) any right to require any Guaranteed Lender Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Lender Party whatsoever, ; (ev) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Lender Party; and (fvi) to the fullest extent permitted by law, any and all other defenses (other than a defense of Payment in Full) or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Holdings and each Subsidiary Guarantor expressly waives waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Guaranteed Obligations, except as otherwise expressly set forth in this Agreement.

Certain Waivers. Each Guarantor of Springleaf and the Subsidiary Guarantors waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrower; (b) any defense based on any claim that such GuarantorSpringleaf’s or the Subsidiary Guarantors’ obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such GuarantorSpringleaf’s or the Subsidiary Guarantors’ liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Secured Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor of Springleaf and the Subsidiary Guarantors expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each To the extent permitted by applicable law, the Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other GuarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Partyof the Buyers, Collateral Agent or Trustee) of the liability of the Borrower (other than payment and performance satisfaction in full of the Guaranteed Obligations, Obligations whether by payment or conversion of the Notes into Common Stock of the Borrower in accordance with the terms of the Notes); (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, (d) any right to require any Guaranteed Party the Buyers, Collateral Agent or Trustee to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed Party’s their power whatsoever, ; (ed) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party the Collateral Agent and/or Trustee; and (fe) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than satisfaction in full of the Guaranteed Obligations), except to the extent that such defense relates to an election of remedies constituting gross negligence or willful misconduct by the Collateral Agent and/or Trustee. Each The Guarantor expressly waives all setoffs hereby absolutely, unconditionally and counterclaims irrevocably waives, to the fullest extent permitted by law, (i) promptness, diligence, notice of acceptance and all presentmentsany other notice with respect to this Guarantee, demands for payment or performance(ii) presentment, notices demand of nonpayment or nonperformancepayment, protests, notices of protest, notices notice of dishonor or nonpayment and all any other notices or demands of any kind or nature whatsoever notice with respect to the Guaranteed Obligations, (iii) any requirement that the Buyers, Collateral Agent or Trustee take any action against the Borrower or any other person or entity, (iv) all setoffs and all notices of acceptance considerations, and (v) any other action, event or precondition to the enforcement of this Guaranty Guarantee or the performance by the Guarantor of the existence, creation or incurrence of new or additional Guaranteed Obligationsits obligations hereunder.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other GuarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Guaranteed Partyother Lender) of the liability of the Borrower (other than as to the payment and performance in full of the Guaranteed Obligations, ); (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent or any Guaranteed Party’s power other Lender whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Guaranteed Party other Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or suretiessureties (other than as to the payment in full of the Guaranteed Obligations). Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by the applicable law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantorguarantors, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Lender Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Lender Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. 10.04

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of Agent or any Guaranteed PartyLender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Borrower; (b) any defense based on any claim that such Guarantor’s Guarantors' obligations exceed or are more burdensome than those of the any Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s the Guarantors' liability hereunder, ; (d) any right to require Agent or any Guaranteed Party Lender to proceed against the Borrowerany Borrower or other Guarantor, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in Agent's or any Guaranteed Party’s Lender's power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Guaranteed Party Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty hereof or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other GuarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Guaranteed Partyother Lender) of the liability of the Borrower (other than as to the payment and performance in full of the Guaranteed Obligations, ); (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent or any Guaranteed Party’s power other Lender whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Guaranteed Party other Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or suretiessureties (other than as to the payment in full of the Guaranteed Obligations). Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each To the fullest extent permitted by applicable Law, each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the any Borrower other than indefeasible payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower, (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, (d) any right to require any Guaranteed Secured Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed Secured Party’s power whatsoever, (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Secured Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each To the fullest extent not prohibited by applicable Law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the either Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Guaranteed other Secured Party) of the liability of the either Borrower other than payment and performance in full of the Guaranteed Obligations, ; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, Borrowers; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require the Administrative Agent or any Guaranteed other Secured Party to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the Administrative Agent’s or any Guaranteed other Secured Party’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Guaranteed Party other Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. The Guarantor waives any rights and defenses that are or may become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. Each (a) The Guarantor waives (ai) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Partythe Secured Parties) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Borrower; (bii) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the any Borrower, ; (ciii) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (div) any right to require any Guaranteed Secured Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed Party’s the Secured Parties’ power whatsoever; (v) until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party the Secured Parties; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. For purposes of this paragraph only, references to the “principal” include each of HIL and Holdings and references to the “creditor” include each Secured Party. In accordance with Section 2856 of the California Civil Code, the Guarantor waives, until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to the Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses the Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in either case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed the Guarantor’s right of subrogation and reimbursement against the principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Agreement shall be governed by, and shall be construed and enforced in accordance with the laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower other than indefeasible payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, (d) any right to require any Guaranteed Secured Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in any Guaranteed Secured Party’s power whatsoever, (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party, (f) any defense relating to the failure of the Secured Party to comply with applicable laws in connection with the sale or other disposition of collateral for all or any part of the Guaranteed Party Obligations and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantorguarantors, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Lender Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Lender Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits 117 Credit Agreement that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than full payment and performance). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other GuarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Guaranteed Partyother Lender) of the liability of the Borrower (other than as to the payment and performance in full of the Guaranteed Obligations, ); (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent or any Guaranteed Party’s power other Lender whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Guaranteed Party other Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or suretiessureties (other than as to the payment in full of the Guaranteed Obligations). Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.. 12.04

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the a Borrower or any other Guarantorguarantor (other than the defense of payment), or the cessation from any cause whatsoever (including any act or omission of any Guaranteed PartyLender) of the liability of the a Borrower or any other than payment and performance in full of the Guaranteed Obligations, Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, any Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrowera Borrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations and the Additional Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power whatsoever, Lender whatsoever and (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Lender, and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations or the Additional Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations or Additional Obligations.

Certain Waivers. Each Guarantor Parent waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower any Borrower, other than payment Indefeasible Payment and performance in full Performance of the Guaranteed All Obligations, ; (b) any defense based on any claim that such GuarantorParent’s obligations exceed or are more burdensome than those of the Borrower, Borrowers; (c) the benefit of any statute of limitations affecting such GuarantorParent’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power whatsoever, Secured Party whatsoever until such time as Indefeasible Payment and Performance of All Obligations; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Secured Party until such time as Indefeasible Payment and Performance of All Obligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than Indefeasible Payment and Performance of All Obligations). Each Guarantor Parent expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Guaranteed PartyLender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Borrower; (b) any defense based on any claim that such Guarantor’s Guarantors’ obligations exceed or are more burdensome than those of the any Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s the Guarantors’ liability hereunder, ; (d) any right to require the Agent or any Guaranteed Party Lender to proceed against the any Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any Guaranteed PartyLender’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Guaranteed Party Lender; and (f) to the fullest extent permitted by lawApplicable Law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or suretiessureties (other the defense of payment and performance in full). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty hereof or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other GuarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Guaranteed Partyother Lender) of the liability of the Borrower (other than as to the payment and performance in full of the Guaranteed Obligations, ); (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent or any Guaranteed Party’s power other Lender whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Guaranteed Party other Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or suretiessureties (other than as to the payment in full of the Guaranteed Obligations). Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.. 109

Certain Waivers. Each Guarantor of the Article X Guarantors waives (a) any defense arising by reason of any disability or other defense of any Borrower or the Borrower other Article X Guarantor or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower any Borrower, other than payment Indefeasible Payment and performance in full Performance of the Guaranteed All Obligations, ; (b) any defense based on any claim that such Guarantor’s obligations of either of the Article X Guarantors exceed or are more burdensome than those of the Borrower, Borrowers; (c) the benefit of any statute of limitations affecting such either Article X Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against any Borrower or the Borrowerother Article X Guarantor, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power whatsoever, Secured Party whatsoever until such time as Indefeasible Payment and Performance of All Obligations; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Secured Party until such time as Indefeasible Payment and Performance of All Obligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than Indefeasible Payment and Performance of All Obligations). Each Guarantor of the Article X Guarantors expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protestprotests, notices of dishonor dishonor, and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation creation, or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Partyholder of the Obligations) of the liability of the any Borrower or any other than payment and performance in full of the Guaranteed Obligations, Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, any Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrowerany Borrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power holder of the Obligations whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party holder of the Obligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of the Borrower or any other than payment and performance in full of the Guaranteed Obligations, Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those 117 CHAR1\1806478v11CHAR1\1928004v5 of the Borrower, Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party or any other Guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower (other than the defense of prior payment and performance in full of the Guaranteed Obligations, ); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Party; and (f) to the fullest full extent permitted by law, any and all other defenses (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by Requirement of Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Guaranteed other Secured Party) of the liability of the Borrower other than indefeasible payment and performance in full of the Guaranteed Obligations, ; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require the Administrative Agent or any Guaranteed other Secured Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or any Guaranteed other Secured Party’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Guaranteed Party other Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. The Guarantor waives any rights and defenses that are or may become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty that pertain to California law are included solely out of an abundance of caution and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. Each Guarantor The Borrower waives (a) any defense arising by reason of any disability or other defense of the Borrower any Loan Party or any other GuarantorForeign Swap Obligor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Guaranteed other Secured Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Loan Party or any Foreign Swap Obligor; (b) any defense based on any claim that such Guarantorthe Borrower’s obligations under this Borrower Guaranty exceed or are more burdensome than those of the Borrower, Guarantors or any Foreign Swap Obligor; (c) the benefit of any statute of limitations affecting such Guarantorthe Borrower’s liability hereunder, under this Borrower Guaranty; (d) any right to require the Administrative Agent or any Guaranteed other Secured Party to proceed against the Borrowerany other Loan Party or any Foreign Swap Obligor, proceed against or exhaust any security for the Guaranteed Guarantor Primary Obligations or Foreign Subsidiary F/X Obligations, or pursue any other remedy in the Administrative Agent’s or any Guaranteed Party’s other Secured Parties’ power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Guaranteed Party other Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor The Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Subsidiary Obligations, and all notices of acceptance of this Borrower Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Subsidiary Obligations.

Certain Waivers. Each Solely in its capacity as Guarantor hereunder and not as a borrower or in any other capacity, the Company waives (a) any defense arising by reason of any disability or other defense of the Borrower Credit Parties or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed PartyParticipating Bank) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Credit Party; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrower, Credit Parties; (c) the benefit of any statute of limitations affecting such Guarantorthe Company’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against any of the BorrowerCredit Parties, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Participating Bank whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Participating Bank; and (f) to the fullest extent permitted by lawLaw, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Company Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided in Section 10.14 above, this Company Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor of Holdings and each Borrower waives (a) any defense arising by reason of any disability or other defense of the Borrower any Borrower, any Transaction Obligor or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the any Borrower other than payment and performance in full of the Guaranteed Obligations, or any Transaction Obligor; (b) any defense based on any claim that such GuarantorHoldings’ or any Borrower’s obligations exceed or are more burdensome than those of the Borrower, any other Transaction Obligor; (c) to the extent permitted by law, the benefit of any statute of limitations affecting such GuarantorHoldings’ or any Borrower’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrowerany other Transaction Obligor, proceed against or exhaust any security for the Guaranteed Obligationsany Indebtedness, or pursue any other remedy in the power of any Guaranteed Party’s power Secured Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor of Holdings and each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor, as applicable, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of the Borrower or any other than payment and performance in full of the Guaranteed ObligationsGuarantor, as applicable; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Guarantor, as applicable; (c) to the extent permitted by law, the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the BorrowerBorrower or any other Guarantor, as applicable, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Secured Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.. Exhibit F Form of Guaranty 67428907_5

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability disability, change in corporate existence or structure or other defense of the Borrower Company or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower Company or any other than payment and performance in full of the Guaranteed Obligations, Guarantor; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, Company or any other Guarantor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the BorrowerCompany, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Secured Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Secured Party; (f) any defense based on any claim that any Obligations are invalid or unenforceable; (g) the amendment or waiver of any Obligations; (h) any defense based on any allegation of non-perfection or release of Collateral in the context of a secured transaction; and (fi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating the Company, the Guarantors or any other guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of the any Borrower other than indefeasible payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower, (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, (d) any right to proceed, or to require any Guaranteed Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Party whatsoever, (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. Each Solely in its capacity as Guarantor hereunder and not as a borrower or in any other capacity, the Company waives (a) any defense arising by reason of any disability or other defense of the Borrower Guaranteed Credit Parties or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Partythe Lender) of the liability of the Borrower other than payment and performance in full of the any Guaranteed Obligations, Credit Party; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrower, Guaranteed Credit Parties; (c) the benefit of any statute of limitations affecting such Guarantor’s the Company’ liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against any of the BorrowerGuaranteed Credit Parties, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed Party’s the power of the Lender whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party the Lender; and (f) to the fullest extent permitted by lawLaw, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Company Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided in Section 9.13 above, this Company Guaranty shall be governed by, and construed in accordance with, the Laws of the State of New York.

Certain Waivers. Each Guarantor waives (a) Holdings and each Subsidiary Guarantor waives, to the fullest extent permitted by law, (i) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Lender Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrowers; (bii) any defense based on any claim that such Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the any Borrower, ; (ciii) the benefit of any statute of limitations affecting such Holdings’ or any Subsidiary Guarantor’s liability hereunder, ; (div) any right to require any Guaranteed Lender Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Lender Party whatsoever, ; (ev) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Lender Party; and (fvi) to the fullest extent permitted by law, any and all other defenses (other than a defense of payment in full) or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Holdings and each Subsidiary Guarantor expressly waives waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Guaranteed Obligations, except as otherwise expressly set forth in this Agreement.

Certain Waivers. Each Guarantor of the Guarantors waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other GuarantorGuarantor (in each case, other than defense of payment), or the cessation from any cause whatsoever (including any act or omission of any Guaranteed PartyAgent, any L/C Issuer, any Hedge Bank, any Cash Management Bank and any Lender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, hereunder consistent with applicable Law; (d) any right to require any Guaranteed Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Agent, any L/C Issuer, any Hedge Bank, any Cash Management Bank and any Lender whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter (if any) held by any Guaranteed Party Agent, any L/C Issuer, any Hedge Bank, any Cash Management Bank and any Lender; and (f) to the fullest extent permitted by law, any and all other defenses (other than defense of payment) or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor of the Credit Parties expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Domestic Subsidiary Guarantor waives (ai) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Guaranteed PartyLender) of the liability of the Borrower Borrowers or any other than payment and performance in full of the Guaranteed Obligations, Loan Party; (bii) any defense based on any claim that such Domestic Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower, Borrowers or any other Loan Party; (ciii) the benefit of any statute of limitations affecting such any Domestic Subsidiary Guarantor’s liability hereunder, ; (div) any right to require any Guaranteed Party to proceed against the BorrowerBorrowers or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Guaranteed Party’s power Lender whatsoever, ; (ev) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Guaranteed Party Lender; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each Domestic Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.. 139

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, the Designated Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability Finance Obligations of the Borrower other than payment and performance in full of or the Guaranteed Obligations, Designated Borrower; (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party to proceed against the Borrower or the Designated Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Secured Party whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Finance Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Finance Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Company or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed PartyHolders) of the liability of the Borrower Company other than indefeasible payment and performance in full of the Guaranteed Obligations, ; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, Company; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require any Guaranteed Party Holders to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, Company or pursue any other remedy in any Guaranteed PartyHolder’s power whatsoever, ; and (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. The Guarantor waives any rights and defenses that are or may become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty that pertain to California law are included solely out of an abundance of caution and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Guaranteed Partyother Guaranty Beneficiary) of the liability of the Borrower other than indefeasible payment and performance in full of the Guaranteed Obligations, ; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder, ; (d) any right to require the Administrative Agent or any Guaranteed Party other Guaranty Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or any Guaranteed Partyother Guaranty Beneficiary’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Guaranteed Party other Guaranty Beneficiary; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable Laws limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other GuarantorGuarantor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Guaranteed PartyLender) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, ; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, ; (d) any right to require the Agent or any Guaranteed Party Lender to proceed against the BorrowerBorrower or any other Guarantor or any other guarantor, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any Guaranteed PartyLender’s power whatsoever, ; (e) any benefit of and any right to participate in any security now or hereafter held by the Agent or any Guaranteed Party Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties; provided, the foregoing shall not constitute a waiver of the defense of payment to the extent, and solely with respect to, amounts that have been indefeasibly paid, and required obligations that have been performed, in each case, in full, in accordance with the Credit Agreement. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor The Company waives (ai) any defense arising by reason of any disability or other defense of the any Designated Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Lender Party) of the liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, any Designated Borrower; (bii) any defense based on any claim that such Guarantor’s the Company's obligations exceed or are more burdensome than those of the any Designated Borrower, ; (ciii) the benefit of any statute of limitations affecting such Guarantor’s any Designated Borrower's liability hereunder; (iv) except as expressly set forth in Section 10.01(f) below, (d) any right to require any Guaranteed Party to proceed against the any Designated Borrower, proceed against or exhaust any security for the Guaranteed Designated Borrower Obligations, or pursue any other remedy in the power of any Guaranteed Party’s power Lender Party whatsoever; (v) except as expressly set forth in Section 10.01(f) below, (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party Lender Party; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Designated Borrower Obligations, and all notices of acceptance of this Company Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Designated Borrower Obligations.

Certain Waivers. Each To the fullest extent permitted by applicable law, each Guarantor hereby expressly, unconditionally and irrevocably waives (a) any defense and all rights or defenses arising by reason of any disability applicable law (including by virtue of any valuation, stay, moratorium law or other defense similar law now or hereafter in effect) which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Limited Guarantee and acknowledges that this Limited Guarantee is continuing in nature and applies to all presently existing and future Guaranteed Obligations. Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of the Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission acceptance of any Guaranteed Party) of the liability of the Borrower other than payment this Limited Guarantee and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those presentment, demand for payment, notice of the Borrowernon-performance, (c) the benefit default, dishonor and protest, notice of any statute Guaranteed Obligations incurred and all other notices of limitations affecting such Guarantor’s liability hereunderany kind (except for notices to be provided to Parent in accordance with the Merger Agreement), (d) any right to require any the marshalling of assets of Parent or Merger Sub, and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its Subsidiaries, defenses to proceed against the Borrower, proceed against or exhaust any security for payment of the Guaranteed Obligations, Obligations that are available to Parent or pursue any other remedy in any Guaranteed Party’s power whatsoever, (e) any benefit of and any right to participate in any security now Merger Sub under the Merger Agreement or hereafter held breach by any the Guaranteed Party and (f) to of this Limited Guarantee, each of the fullest extent permitted foregoing defenses being retained by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law limiting the liability of or exonerating guarantors or suretieseach Guarantor). Each Guarantor expressly acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Without limiting the foregoing, each Guarantor hereby irrevocably waives all setoffs and counterclaims and all presentments, demands for payment any defenses to enforcement it may have (now or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to in the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.future) by reason of:

Certain Waivers. Each US Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Secured Party) of the liability of the Borrower other than indefeasible payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such US Guarantor’s obligations exceed or are more burdensome than those of the Borrower, (c) the benefit of any statute of limitations affecting such US Guarantor’s liability hereunder, (d) any right to require any Guaranteed Secured Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed Secured Party’s power whatsoever, (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party, (f) any defense relating to the failure of the Secured Party to comply with applicable laws in connection with the sale or other disposition of collateral for all or any part of the Guaranteed Party Obligations, (g) any amendment or waiver of the term of any Guaranteed Obligation, (h) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation and (fi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of Law applicable law limiting the liability of or exonerating guarantors or sureties. Each US Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this US Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each To the fullest extent permitted by applicable Law, each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Lender Party) of the liability of the Borrower other than indefeasible payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, (d) any right to require any Guaranteed Lender Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed Lender Party’s power whatsoever, (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Lender Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Requirement of applicable Law limiting the liability of or exonerating guarantors or sureties. Each To the fullest extent not prohibited by applicable Law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.