Common use of Certain Waivers Clause in Contracts

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the Borrower (other than as to the payment 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 proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any 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 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 applicable Law limiting the liability of or exonerating guarantors or sureties (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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. Each Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (b) any defense based on any claim that such Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Lender ’s power of the Administrative Agent or any 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 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderGuaranteed Parties) of the liability of the Borrower (or any other than as to the payment in full of the Guaranteed Obligations)Loan Party; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Guaranteed Parties’ power of the Administrative Agent or any 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 other LenderGuaranteed 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderGuaranteed Party) 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 any Guaranteed Party’s power of the Administrative Agent or any 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 other Lender; 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 applicable Requirement of Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary 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 BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderGuaranteed Party) of the liability of the Borrower (or any other than as to the payment in full of the Guaranteed Obligations)Loan Party; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Subsidiary any Guarantor’s liability hereunder; (d) any right to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any other Lender Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderGuaranteed 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 applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. Each Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary the Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any 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 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 applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations). Each Subsidiary 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. Each Subsidiary 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 Borrowerany Borrower or any other guarantors, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderLender Party) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)any Borrower; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the any Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any other Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other Lenderevent 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the full payment in full of the Guaranteed Obligationsand performance). Each Subsidiary 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional 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 hereby, to the extent permitted by applicable Law, waives (a) any defense arising by reason of any disability or other defense of any Borrower, any other Loan Party or any other guarantor of the BorrowerGuaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderCreditor Party) of the liability of the any Borrower (other than as to the defense of prior payment 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 any Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right 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 the Administrative Agent or any other Lender Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderCreditor 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 applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, the L/C Issuer or any other Lender) of the liability of the Borrower or any other Loan Party (other than as to the payment 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 BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Subsidiary any Guarantor’s liability hereunder; (d) any right to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent Agent, the L/C Issuer or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent Agent, the L/C Issuer or any 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 applicable Applicable Law limiting the liability of or exonerating guarantors or sureties (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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. Each Subsidiary The Guarantor waives and agrees not to assert: (ai) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, or comply with any other provisions of § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any disability lack of corporate or other authority or any other defense of the Borrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Designated Borrowers or any other LenderPerson; (iv) of any defense based upon any Guaranteed Party’s errors or omissions in the liability of the Borrower (other than as to the payment in full administration of the Guaranteed Obligations); ; (bv) any rights to set-offs and counterclaims; (vi) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or are more burdensome than those impairs the subrogation rights of the Borrower; (c) Guarantor or the benefit right of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right the Guarantor to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent Designated Borrower or any other Lender whatsoeverobligor of the Guaranteed Obligations for reimbursement; and (evii) any benefit without limiting the generality of and any right to participate in any security now or hereafter held by the Administrative Agent or any other Lender; and (f) foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (sureties, or which may conflict with the terms of this Guaranty, other than as to the defense of payment and performance 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligationsfull.

Certain Waivers. Each Subsidiary Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantors, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderLender Party) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (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 proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any other Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other Lenderevent 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the full payment in full of the Guaranteed Obligationsand performance). Each Subsidiary 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional 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 BorrowerBorrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderLender Party) of the liability of the Borrower (Borrowers or any other than as to the payment in full of the Guaranteed Obligations)Loan Party; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrowers or any other Loan Party; (c) the benefit of any statute of limitations affecting such Subsidiary any Guarantor’s liability hereunder; (d) any right to proceed against the BorrowerBorrowers or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent any Lender Party or Affiliate Counterparty or other Affiliates of any other Lender holding any Swap Obligations whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent any Lender Party, Affiliate Counterparty or other Affiliates of any other LenderLender 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 applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. Each Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, the L/C Issuer or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary the Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent Agent, the L/C Issuer or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent Agent, the L/C Issuer or any 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 applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations). Each Subsidiary 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party or any other guarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderCreditor Party) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (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 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 the Administrative Agent or any other Lender whatsoeverCreditor Party; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderCreditor 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary Guarantor The Company waives (a) any defense arising by reason of any disability or other defense of the BorrowerDesignated Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, the L/C Issuer or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Designated Borrowers; (b) any defense based on any claim that such Subsidiary Guarantorthe Company’s obligations exceed or are more burdensome than those of the BorrowerDesignated Borrowers; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantorthe Company’s liability hereunder; (d) any right to proceed against the BorrowerDesignated Borrowers, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the power of the Administrative Agent Agent, the L/C Issuer or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent Agent, the L/C Issuer or any 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 applicable Law law limiting the liability of or exonerating guarantors or sureties sureties, (other than as to the payment g) any defense arising from any change in full 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 Subsidiary 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 Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of Administrative Agent, the Administrative Security Agent or any other Lender) of the liability of the Borrower (or any other than as to the payment in full of the Guaranteed Obligations)Loan Party; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Subsidiary any Guarantor’s liability hereunder; (d) any right to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent, the Security Agent or any 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 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 applicable Applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. Each Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowerany Designated Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, the Collateral Agent, any Lender or any other LenderL/C Issuer) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)any Designated Borrower; (b) any defense based on any claim that such Subsidiary 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 Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent, the Collateral Agent, any 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 power of Administrative Agent’s, the Administrative Agent Collateral Agent’s, any Lender’s or any other Lender 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 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowerany Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, the Collateral Agent, any Lender or any other LenderL/C Issuer) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)any Borrower; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of any of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to require the Administrative Agent, the Collateral Agent, any 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 power of Administrative Agent’s, the Administrative Agent Collateral Agent’s any Lender’s or any other Lender 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 other LenderAgent, 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary Guarantor The Company waives (a) any defense arising by reason of any disability or other defense of the any Borrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, the L/C Issuer or any other Lender) of the liability of the any Borrower (other than as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such Subsidiary Guarantorthe Company’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantorthe Company’s liability hereunder; (d) any right to proceed against the any Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent Agent, the L/C Issuer or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent Agent, the L/C Issuer or any 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 applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations). Each Subsidiary 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. Each Subsidiary Guarantor waives The Company waives: (a) any defense arising by reason of any disability or other defense of the Borrowerother Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, any L/C Issuer or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrowers; (b) any defense based on any claim that such Subsidiary Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrowerother Borrowers; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantorthe Company’s liability hereunder; (d) any right to proceed against the Borrowerother Borrowers, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the power of the Administrative Agent Agent, any L/C Issuer or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent Agent, any L/C Issuer or any 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 applicable Law law limiting the liability of or exonerating guarantors or sureties sureties; (g) any defense arising from any change in corporate existence or structure of any other than as to the payment in full 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 Subsidiary 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 Subsidiary Guarantor waives (ai) any defense arising by reason of any disability or other defense of the Borrowerany Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderLender Party) of the liability of the Borrower (other than as to the payment 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; (div) except as expressly set forth in Section 10.02(g) below, any right 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 the Administrative Agent or any other Lender Party whatsoever; (ev) except as expressly set forth in Section 10.02(g) below, any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderLender 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 Subsidiary Guarantor The Company waives (ai) any defense arising by reason of any disability or other defense of the Borrowerany Designated Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderLender Party) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)any Designated Borrower; (bii) any defense based on any claim that such Subsidiary 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 Subsidiary Guarantorany Designated Borrower’s liability hereunder; (div) except as expressly set forth in Section 10.01(f) below, any right 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 other Lender Party whatsoever; (ev) except as expressly set forth in Section 10.01(f) below, any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderLender 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Subsidiary Guarantor waives waives: (a) any defense arising by reason of any disability or other defense of the Borrower, or right to require the cessation from any cause whatsoever (including any act or omission of Beneficiaries to proceed against the Administrative Agent Company or any other Lender) Obligor, to proceed against or exhaust any collateral or to pursue any other remedy in any Beneficiary's power whatsoever and the right to have the property of the liability Company or any other Obligor first applied to the discharge of the Borrower (other than as to the payment in full of the Guaranteed Obligations); ; (b) any defense based on any claim all rights and benefits under applicable law purporting to reduce a Guarantor's obligations in proportion to the obligation of the principal or providing that such Subsidiary Guarantor’s obligations exceed the obligation of a surety or are Guarantor must neither be larger nor in other respects more burdensome than those that of the Borrower; principal; (c) the benefit benefits of any statute of limitations affecting such Subsidiary the Obligations or any Guarantor’s 's liability hereunder; ; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power requirement of the Administrative Agent marshaling or any other Lender whatsoever; principle of election of remedies; (e) any benefit right to assert against any Beneficiary any defense (legal or equitable), set-off, counterclaim and other right that any Guarantor may now or any time hereafter have against the Company or any other Obligor; (f) presentment, demand for payment or performance (including diligence in making demands hereunder), notice of dishonor or nonperformance, protest, acceptance and notice of acceptance of the Obligor Guarantee, and, except to the extent expressly required by the Guaranteed Securities or this Indenture, all other notices of any kind, including (i) notice of any action taken or omitted by the Beneficiaries in reliance hereon, (ii) notice of any default by the Company or any other Obligor, (iii) notice that any portion of the Obligations is due, (iv) notice of any action against the Company or any other Obligor, or any enforcement or other action with respect to any collateral, or the assertion of any right of any Beneficiary hereunder; and (g) all defenses that at any time may be available to participate in any security Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter held by the Administrative Agent or any 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 applicable Law limiting the liability of or exonerating guarantors or sureties (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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligationseffect.

Certain Waivers. Each Subsidiary 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 other Loan Party or any other guarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderCreditor Party) of the liability of the Borrower (other than as to the defense of prior payment 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 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 the Administrative Agent or any other Lender Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderCreditor 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary Parent Entity Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, the L/C Issuer or any other Lender) of the liability of the any Borrower (other than as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such Subsidiary Parent Entity Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary Parent Entity Guarantor’s liability hereunder; (d) any right to proceed against the any Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent Agent, the L/C Issuer or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent Agent, the L/C Issuer or any 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 applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations). Each Subsidiary Parent Entity 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderAgent) of the liability of the Borrower (or any other than as to the payment in full of the Guaranteed Obligations)Guarantor; (b) any defense based on any claim that such Subsidiary any Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary any Guarantor’s liability hereunder; (d) any right to require 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 the Administrative Agent’s power of the Administrative Agent or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent Agent; (f) any bankruptcy or insolvency of Borrower; (g) any change in ownership of Borrower or any other LenderGuarantor; (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 applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full including any defenses based on suretyship or impairment of the Guaranteed Obligations)collateral. 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 Subsidiary Guarantor The Company waives (a) any defense arising by reason of any disability or other defense of the Borrowerany Designated Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)any Designated Borrower; (b) any defense based on any claim that such Subsidiary Guarantorthe Company’s obligations exceed or are more burdensome than those of the BorrowerDesignated Borrowers; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantorany Designated Borrower’s liability hereunder; (d) any right to proceed against the any Designated Borrower, proceed against or exhaust any security for the Designated Borrower Obligations, or pursue any other remedy in the power of the Administrative Agent or any 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 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Designated Borrower Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Designated Borrower Obligations.

Certain Waivers. Each Subsidiary Guarantor Verisk waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrowing Subsidiaries or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrowing Subsidiaries; (b) any defense based on any claim that such Subsidiary GuarantorVerisk’s obligations exceed or are more burdensome than those of the BorrowerBorrowing Subsidiaries; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Lender to proceed against the BorrowerBorrowing Subsidiaries, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Administrative Agent’s or the Lenders’ power of the Administrative Agent or any other Lender whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other Lenderthe 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 and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment effects described in full Section 48 of the Guaranteed ObligationsRestatements (Third) of the Law of Suretyship and Guaranty). Each Subsidiary 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 Borrowing Subsidiary Obligations, and all notices of acceptance of this Guaranty Article XI or of the existence, creation or incurrence of new or additional Borrowing Subsidiary Obligations.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the any Borrower (other than as to the payment 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 any Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the any Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any 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 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 applicable Law limiting the liability of or exonerating guarantors or sureties (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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. Each Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (b) any defense based on any claim that such Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Lender ‘s power of the Administrative Agent or any 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 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (b) any defense based on any claim that such Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary the Guarantor’s liability hereunder; (d) any right to require 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 of the Administrative Agent or any 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 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as sureties, including, but not limited to, any rights and defenses that are or may become available to the payment in full Guarantor by reason of Section 2787 to 2855, inclusive, 2899 and 3433 of the Guaranteed Obligations)California Civil Code. Each Subsidiary 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 of Springleaf and the Subsidiary Guarantor Guarantors waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderSecured Party) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (b) any defense based on any claim that such Springleaf’s or the Subsidiary Guarantor’s Guarantors’ obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Springleaf’s or the Subsidiary Guarantor’s Guarantors’ liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any other Lender Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderSecured 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each of Springleaf and the Subsidiary Guarantor 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional 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 BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderBeneficiary) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (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 Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the such Beneficiary’s power of the Administrative Agent or any 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 other LenderBeneficiary; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each Subsidiary Guarantor The Company waives (a) any defense arising by reason of any disability or other defense of the BorrowerSubsidiary Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, the Issuing Bank or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Subsidiary Borrowers; (b) any defense based on any claim that such Subsidiary Guarantorthe Company’s obligations exceed or are more burdensome than those of the BorrowerSubsidiary Borrowers; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantorthe Company’s liability hereunder; (d) any right to proceed against the BorrowerSubsidiary Borrowers, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the power of the Administrative Agent Agent, the Issuing Bank or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent Agent, the Issuing Bank or any 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 applicable Law law limiting the liability of or exonerating guarantors or sureties sureties, (other than as to the payment g) any defense arising from any change in full 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 Subsidiary 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 Subsidiary To the extent permitted by law, the Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerDesignated Borrower or any other guarantor (other than a defense of payment or performance), or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderLender but excluding payment or performance) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Designated Borrower; (b) any defense based on any claim that such Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Designated Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Lender to proceed against the Designated Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the power of the Administrative Agent Agent’s or any other Lender Lender’s power whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other Lender; and (fe) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as a defense of payment or performance). The Guarantor expressly waives, to the payment in full of the Guaranteed Obligations). Each Subsidiary Guarantor expressly waives 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 Hasbro SA Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Hasbro SA Obligations, except, in each case, for notices expressly required under the Credit Agreement.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower, any other Loan Party or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderGuaranteed Parties) of the liability of the any Borrower (or any other than as to the payment in full of the Guaranteed Obligations)Loan Party; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowerany Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrowerany Borrower or any other Loan Party, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Guaranteed Parties’ power of the Administrative Agent or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or Guaranteed Parties; (f) any other Lenderdefense arising from any change in Law affecting any term of the Guaranteed 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense (other than the defense that the 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, any subsidiary of the Borrower, or any other guarantor of any of the Secured Obligations, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderSecured Party) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (b) any defense based on any claim that such Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Collateral Agent to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Collateral Agent’s power of the Administrative Agent or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Collateral Agent or any other Lenderon 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowerany Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, Collateral Agent, Documentation Agent, or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)any Borrower; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowerany Borrowers; (c) the benefit of any statute of limitations affecting such Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Agent, Collateral Agent, Documentation Agent, or any Lender 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 the Administrative Agent Agent’s, Collateral Agent’s, Documentation Agent’s, or any other Lender Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent Agent, Collateral Agent, Documentation Agent, or any 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowerany Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)any Borrower; (b) any defense based on any claim that such Subsidiary 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 Subsidiary Guarantor’s the Guarantors’ liability hereunder; (d) any right to require Agent or any 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 the power of the Administrative Agent Agent’s or any other Lender Lender’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 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 applicable Applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary 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, any subsidiary of the Borrower, or any other guarantor of any of the Senior Secured Obligations, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderSecured Party) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (b) any defense based on any claim that such Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Collateral Agent to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Collateral Agent’s power of the Administrative Agent or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Collateral Agent or any other Lenderon 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Subsidiary Guarantor waives waives: (a) any defense arising by reason of any disability or other defense of the Borrower, or right to require the cessation from any cause whatsoever (including any act or omission of Beneficiaries to proceed against the Administrative Agent Company or any other Lender) Obligor, to proceed against or exhaust any collateral or to pursue any other remedy in any Beneficiary’s power whatsoever and the right to have the property of the liability Company or any other Obligor first applied to the discharge of the Borrower (other than as to the payment in full of the Guaranteed Obligations); ; (b) any defense based on any claim that such Subsidiary all rights and benefits under applicable law purporting to reduce a Guarantor’s obligations exceed in proportion to the obligation of the principal or are providing that the obligation of a surety or Guarantor must neither be larger nor in other respects more burdensome than those that of the Borrower; principal; (c) the benefit benefits of any statute of limitations affecting such Subsidiary the Obligations or any Guarantor’s liability hereunder; ; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power requirement of the Administrative Agent marshaling or any other Lender whatsoever; principle of election of remedies; (e) any benefit right to assert against any Beneficiary any defense (legal or equitable), set-off, counterclaim and other right that any Guarantor may now or any time hereafter have against the Company or any other Obligor; (f) presentment, demand for payment or performance (including diligence in making demands hereunder), notice of dishonor or nonperformance, protest, acceptance and notice of acceptance of the Obligor Guarantee, and, except to the extent expressly required by the Guaranteed Securities or this Indenture, all other notices of any kind, including (i) notice of any action taken or omitted by the Beneficiaries in reliance hereon, (ii) notice of any default by the Company or any other Obligor, (iii) notice that any portion of the Obligations is due, (iv) notice of any action against the Company or any other Obligor, or any enforcement or other action with respect to any collateral, or the assertion of any right of any Beneficiary hereunder; and (g) all defenses that at any time may be available to participate in any security Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter held by the Administrative Agent or any 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 applicable Law limiting the liability of or exonerating guarantors or sureties (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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligationseffect.

Certain Waivers. Each Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowerany Designated Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, any Lender or any other LenderL/C Issuer) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)any Designated Borrower; (b) any defense based on any claim that such Subsidiary 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 Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent, any 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 power of the Administrative Agent Agent’s, any Lender’s or any other Lender 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 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (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 the Administrative Agent or any Lender to proceed against the Borrower, proceed against or exhaust any security for the Obligations, Borrower or pursue any other remedy in the power of the Administrative Agent Agent’s or any other Lender Lender’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 other Lender; and (fe) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Guaranteed Obligations; subject, however, to such Subsidiary Guarantor’s right to make inquiry to the Administrative Agent to ascertain the amount of the Guaranteed Obligations at any reasonable time.

Certain Waivers. Each Subsidiary 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 BorrowerCompany or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderLender Party) of the liability of the Borrower (Company other than as to the indefeasible 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; Company, (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; , (d) any right to require any Lender Party to proceed against the BorrowerCompany, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the any Lender Party’s power of the Administrative Agent or any 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 other Lender; 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 applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to sureties. To the payment in full of the Guaranteed Obligations). Each Subsidiary 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 Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowerany Borrower or any other Loan Party, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderGuaranteed Parties) of the liability of the any Borrower (or any other than as to the payment in full of the Guaranteed Obligations)Loan Party; (b) any defense based on any claim that such Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrowerany Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrowerany Borrower or any other Loan Party, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Guaranteed Parties’ power of the Administrative Agent or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or Guaranteed Parties; (f) any other Lenderdefense arising from any change in Law affecting any term of the Guaranteed 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Subsidiary Guarantor waives waives: (a) any defense arising by reason of any disability or other defense of the Borrower, or right to require the cessation from any cause whatsoever (including any act or omission of Lenders to proceed against the Administrative Agent Borrowers or any other Lender) Guarantor, to proceed against or exhaust any Collateral or to pursue any other remedy in Lenders' power whatsoever and the right to have the property of any Borrower or any other Guarantor first applied to the discharge of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations); ; (b) any defense based on any claim all rights and benefits under applicable law purporting to reduce a guarantor's obligations in proportion to the obligation of the principal or providing that such Subsidiary Guarantor’s obligations exceed the obligation of a surety or are guarantor must neither be larger nor in other respects more burdensome than those that of the Borrower; principal; (c) the benefit of any statute of limitations affecting such Subsidiary the Obligations or any Guarantor’s 's liability hereunder; ; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power requirement of the Administrative Agent marshaling or any other Lender whatsoever; principle of election of remedies; (e) any benefit of and any right to participate in assert against the Lenders any security defense (legal or equitable), set-off, counterclaim and other right that any Guarantor may now or any time hereafter held by the Administrative Agent have against any Borrower or any other Lender; and Guarantor; (f) to the fullest extent permitted by lawpresentment, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (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 demand for payment or performanceperformance (including diligence in making demands hereunder), notices notice of nonpayment dishonor or nonperformance, protests, notices of protest, notices of dishonor acceptance and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices notice of acceptance of this Guaranty Guarantee, and, except to the extent expressly required by the Loan Documents, all other notices of any kind, including (i) notice of any action taken or omitted by the Lenders in reliance hereon, (ii) notice of any default by the Borrowers or any other Guarantor, (iii) notice that any portion of the existenceObligations is due, creation (iv) notice of any action against the Borrowers or incurrence any other Guarantor, or any enforcement of new other action with respect to any Collateral, or additional Obligationsthe assertion of any right of the Lenders hereunder; and (g) all defenses that at any time may be available to any Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiary, except to the Administrative Agent extent constituting bad faith, gross negligence or any other Lenderwillful misconduct) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (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 proceed against the Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the power of the Administrative Agent Agent’s or any other Lender Beneficiary’s power whatsoever; (e) any benefit of and any right to participate in any security security, if any, now or hereafter held by the Administrative Agent or any other LenderBeneficiary; and (f) to the fullest extent permitted by lawLaw, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than as in each case, except to the payment in full of extent the Guaranteed ObligationsObligations are Fully Satisfied). 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; provided, however, the Administrative Agent shall use best efforts to give notice to Guarantors of any Event of Default concurrently with any notice given to Borrower.

Certain Waivers. Each Subsidiary Guarantor The Borrower waives (a) any defense arising by reason of any disability or other defense of the Borrowerany Loan Party, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderSecured Party) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)any Loan Party; (b) any defense based on any claim that such Subsidiary Guarantorthe Borrower’s obligations under this Borrower Guaranty exceed or are more burdensome than those of the BorrowerGuarantors; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantorthe Borrower’s liability hereunderunder this Borrower Guaranty; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Borrowerany other Loan Party, proceed against or exhaust any security for the Guarantor Primary Obligations, or pursue any other remedy in the power of the Administrative Agent Agent’s or any other Lender 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 other LenderSecured 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Guarantor Obligations, and all notices of acceptance of this Borrower Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Guarantor Obligations.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderGuaranteed Party) of the liability of the Borrower (or any other than as to the payment in full of the Guaranteed Obligations)Loan Party; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those CHAR1\1806478v11CHAR1\1928004v5 of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Subsidiary any Guarantor’s liability hereunder; (d) any right 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 or any other Lender Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderGuaranteed 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 applicable Applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of a Borrower, any other Loan Party or any other Guarantor of the BorrowerGuaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderSecured Party) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrowers; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the Borrowera Borrower 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 the Administrative Agent or any other Lender whatsoeverSecured Party; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderSecured Party; and (f) to the fullest full extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 (except notices explicitly required hereunder or under any other Loan Document) 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 Subsidiary The Foreign Guarantor waives (a) any defense arising by reason of any disability or or, to the fullest extent permitted by law, any other defense of the Borrowerany Foreign Obligor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderSecured Party) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)any Foreign Obligor; (b) any defense based on any claim that such Subsidiary the Foreign 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 Subsidiary the Foreign Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Borrowerany other Foreign Obligor, proceed against or exhaust any security for the Foreign Obligor Obligations, or pursue any other remedy in the power of the Administrative Agent Agent’s or any other Lender 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 other LenderSecured 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary The Foreign 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 Subsidiary To the extent permitted by law, the Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerDesignated Borrower or any other guarantor (other than a defense of payment or performance), or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderLender but excluding payment or performance) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Designated Borrower; (b) any defense based on any claim that such Subsidiary the Guarantor’s 's obligations exceed or are more burdensome than those of the Designated Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Lender to proceed against the Designated Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the power of the Administrative Agent Agent's or any other Lender Lender's power whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other Lender; and (fe) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as a defense of payment or performance). The Guarantor expressly waives, to the payment in full of the Guaranteed Obligations). Each Subsidiary Guarantor expressly waives 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 Hasbro SA Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Hasbro SA Obligations, except, in each case, for notices expressly required under the Credit Agreement.

Certain Waivers. Each Subsidiary Guarantor waives waives, to the extent permitted by Applicable Law and except as otherwise expressly provided under any Loan Document, (a) any defense arising by reason of any disability or other defense (other than a defense of the Borrowerpayment or performance) of any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderGuaranteed Party) of the liability of the any Borrower (or any other than as to the payment in full of the Guaranteed Obligations)Loan Party; (b) any defense (other than a defense of payment or performance) based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowerany Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Subsidiary any Guarantor’s liability hereunder; (d) 171 ▇▇▇▇▇ ▇▇▇▇▇▇ Credit and Guaranty Agreement any right 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 the Administrative Agent or any other Lender Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderGuaranteed 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 applicable Applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the a defense of payment in full of the Guaranteed Obligationsor performance). Each Subsidiary Guarantor expressly waives waives, to the extent permitted by Applicable Law and except as otherwise expressly provided under any Loan Document, 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 Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of a Borrower or any other guarantor (other than the Borrowerdefense of payment), or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the a Borrower (or any other than as to the payment in full of the Guaranteed Obligations)Loan Party; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowerany Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Subsidiary any Guarantor’s liability hereunder; (d) any right to proceed against the Borrowera Borrower or any other Loan Party, proceed against or exhaust any security for the Obligations and the Additional Obligations, or pursue any other remedy in the power of the Administrative Agent or any other Lender whatsoever; whatsoever and (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any 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 applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 Obligations or the Additional Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations or Additional Obligations.

Certain Waivers. Each Subsidiary Guarantor Parent waives (a) any defense arising by reason of any disability or other defense of the Borrowerany Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderSecured Party) of the liability of the Borrower (any Borrower, other than as to the payment in full Indefeasible Payment and Performance of the Guaranteed All Obligations); (b) any defense based on any claim that such Subsidiary GuarantorParent’s obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such Subsidiary GuarantorParent’s liability hereunder; (d) any right to proceed against the any Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any other Lender whatsoeverSecured 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 the Administrative Agent or any other LenderSecured 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full Indefeasible Payment and Performance of the Guaranteed All Obligations). Each Subsidiary 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. Each Subsidiary Guarantor waives waives: (a) any defense defence arising by reason of any disability or other defense defence of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderCME Credit Guarantor) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations); Borrower; (b) any defense defence based on any claim that such Subsidiary Guarantor’s '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 's liability hereunder; ; (d) any right to require the CME Credit Guarantor to proceed against the Borrower, proceed against or exhaust any security for the Obligations, Borrower or pursue any other remedy in the CME Credit Guarantor's power of the Administrative Agent or any other Lender whatsoever; and (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other Lender; and (f) to the fullest extent permitted by law, any and all other defenses defences or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment non‑payment or nonperformancenon‑performance, protests, notices of protest, notices of dishonor dishonour 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; subject, however, to such Subsidiary Guarantor's right to make inquiry to the CME Credit Guarantor to ascertain the amount of the Guaranteed Obligations at any reasonable time.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderAgent) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (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 Administrative Agent 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 power of the Administrative Agent or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Administrative Agent; (f) any bankruptcy or insolvency of the Borrower; (g) any change in ownership of the Borrower; (h) any defense based on any act or failure to act of Administrative Agent or any other Lenderreferred 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 applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full including any defenses based on suretyship or impairment of the Guaranteed Obligations)collateral. 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 Subsidiary Guarantor waives (a) To the fullest extent permitted by Laws, the Guarantor hereby expressly waives any defense and all rights or defenses arising by reason of any disability law that would otherwise require any election of remedies by the Company or other defense the JCP Entities. The Guarantor waives promptness, diligence, notice of the Borrower, or the cessation from any cause whatsoever (including any act or omission acceptance of the Administrative Agent or any other Lender) of the liability of the Borrower (other than as to the payment in full this Guarantee and of the Guaranteed Obligations); (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those , presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Borrower; (c) the benefit incurrence of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any 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 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 applicable Law limiting the liability of or exonerating guarantors or sureties (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 Obligations and all other notices or demands of any kind (other than notices expressly required to be provided to (x) Parent or nature whatsoever with respect Merger Sub pursuant to Section 8.07 of the ObligationsMerger Agreement or (y) Parent pursuant to Section 4(f) of the Exchange and Termination Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement or the Exchange and Termination Agreement, and all notices of acceptance of this Guaranty or suretyship defenses generally (other than defenses to the payment of the existenceGuaranteed Obligations that are available to Parent or Merger Sub under the Merger Agreement, creation the Exchange and Termination Agreement or incurrence a breach by the Company or the JCP Entities of new the Guarantee). The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights which it may acquire by way of subrogation under the Merger Agreement or additional Obligationsthe Exchange and Termination Agreement, by any payment made hereunder or otherwise, until all of the Guaranteed Obligations outstanding on the date such subrogation is sought shall have been paid and/or performed in full. (b) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and the Exchange and Termination Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits.

Certain Waivers. Each Subsidiary Guarantor waives The Company waives: (a) any defense arising by reason of any disability or other defense of the Borrowerother Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, any L/C Issuer or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrowers; (b) any defense based on any claim that such Subsidiary Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrowerother Borrowers; (c) the benefit of any statute of 113 #94834708v14 CHAR1\1986310v1 limitations affecting such Subsidiary Guarantorthe Company’s liability hereunder; (d) any right to proceed against the Borrowerother Borrowers, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the power of the Administrative Agent Agent, any L/C Issuer or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent Agent, any L/C Issuer or any 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 applicable Law law limiting the liability of or exonerating guarantors or sureties sureties; (g) any defense arising from any change in corporate existence or structure of any other than as to the payment in full 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 Subsidiary 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 Subsidiary Guarantor of the Article X Guarantors waives (a) any defense arising by reason of any disability or other defense of any Borrower or the Borrowerother Article X Guarantor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderSecured Party) of the liability of the Borrower (any Borrower, other than as to the payment in full Indefeasible Payment and Performance of the Guaranteed All Obligations); (b) any defense based on any claim that such Subsidiary Guarantor’s obligations of either of the Article X Guarantors exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such Subsidiary either Article X Guarantor’s liability hereunder; (d) any right to proceed against any Borrower or the Borrowerother Article X Guarantor, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any other Lender whatsoeverSecured 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 the Administrative Agent or any other LenderSecured 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full Indefeasible Payment and Performance of the Guaranteed All Obligations). Each Subsidiary 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation creation, or incurrence of new or additional Obligations.

Certain Waivers. Each Subsidiary Guarantor waives The Parent waives, to the fullest extent permitted by applicable laws, (a) any defense arising by reason of any disability or other defense of the BorrowerParent or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, any L/C Issuer or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Parent; (b) any defense based on any claim that such Subsidiary Guarantorthe Parent’s obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantorthe Parent’s liability hereunder; (d) any right to proceed against the BorrowerParent, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the power of the Administrative Agent Agent, any L/C Issuer or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent Agent, any L/C Issuer or any 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the defense of payment in full of the Guaranteed Obligations)in cash. Each Subsidiary Guarantor The Parent expressly waives all setoffs and counterclaims (other than mandatory 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 Parent Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Subsidiary Guarantor waives waives: (a) any defense arising by reason of any disability or other defense of the Borrower, or right to require the cessation from any cause whatsoever (including any act or omission of Beneficiaries to proceed against the Administrative Agent Company or any other Lender) Obligor or to pursue any other remedy in any Beneficiary's power whatsoever and the right to have the property of the liability Company or any other Obligor first applied to the discharge of the Borrower (other than as to the payment in full of the Guaranteed Obligations); ; (b) any defense based on any claim all rights and benefits under Applicable Law purporting to reduce a guarantor's obligations in proportion to the obligation of the principal or providing that such Subsidiary Guarantor’s obligations exceed the obligation of a surety or are guarantor must neither be larger nor in other respects more burdensome than those that of the Borrower; principal; (c) the benefit of any statute of limitations affecting such the Obligations or any Subsidiary Guarantor’s 's liability hereunder; ; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power requirement of the Administrative Agent marshaling or any other Lender whatsoever; principle of election of remedies; (e) any benefit of and any right to participate in assert against any security Beneficiary any defense (legal or equitable) other than the defense of payment, set-off, counterclaim and other right that any Subsidiary Guarantor may now or any time hereafter held by have against the Administrative Agent Company or any other Lender; and Obligor; (f) to the fullest extent permitted by lawpresentment, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (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 demand for payment or performanceperformance (including diligence in making demands hereunder), notices notice of nonpayment dishonor or nonperformance, protests, notices of protest, notices of dishonor acceptance and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices notice of acceptance of this Guaranty Subsidiary Guarantee, and, except to the extent expressly required by this Indenture, all other notices of any kind, including (i) notice of any action taken or omitted by the Beneficiaries in reliance hereon, (ii) notice of any default by the Company or any other Obligor, (iii) notice that any portion of the existenceObligations is due, creation (iv) notice of any action against the Company or incurrence any other Obligor or any Collateral or the assertion of new any right of any Beneficiary hereunder; and (g) all defenses that at any time may be available to any Subsidiary Guarantor by virtue of any valuation, stay, moratorium or additional Obligationsother law now or hereafter in effect.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderGuaranteed Party) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (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 the Guaranteed Parties to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ power whatsoever and any defense based upon the doctrines of the Administrative Agent marshalling of assets or any other Lender whatsoeverof election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderGuaranteed 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (b) any defense based on any claim that such Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Lender’s power of the Administrative Agent or any 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 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerCanadian Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderGuaranteed Party) of the liability of the Canadian 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 Canadian 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 Canadian Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the any Guaranteed Party’s power of the Administrative Agent or any other Lender whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party, (f) any of the Administrative Agent or any other Lender; items specified in Section 5 of the Domestic Guaranty and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Requirement of Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender or the Administrative Agent or Agent) (other than the indefeasible payment in full in cash of Guaranteed Obligations and any other Lenderamounts payable under this Guaranty, as described in Paragraph 7) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (b) any defense based on any claim that such Subsidiary each Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary each Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender to proceed against the Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the power of the Administrative Agent Agent’s or any other Lender Lender’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 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense Each Junior Creditor waives: (i) all rights and benefits under Applicable Law purporting to reduce a guarantor's obligations in proportion to the obligation of the Borrower, principal or providing that the cessation from any cause whatsoever (including any act obligation of a surety or omission of the Administrative Agent or any guarantor must neither be larger nor in other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are respects more burdensome than those that of the Borrower; principal; (cii) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s the Senior Obligations or any Junior Creditor's liability hereunder; ; (diii) any requirement of marshaling or any other principle of election of remedies; (iv) any right to proceed assert against any Pari Passu Secured Party any defense (legal or equitable), setoff, counterclaim and other right that any Junior Creditor may now or any time hereafter have against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent Company or any other Lender whatsoever; Obligor; (ev) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other Lender; and (f) to the fullest extent permitted by lawpresentment, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (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 demand for payment or performanceperformance (including diligence in making demands hereunder), notices notice of nonpayment dishonor or nonperformance, protests, notices of protest, notices acceptance and notice of dishonor acceptance of this Agreement, and all other notices or demands of any kind or nature whatsoever with respect to the Obligationskind, and all notices of acceptance of this Guaranty or including (A) notice of the existence, creation or incurrence of new or additional Senior Obligations, (B) notice of any action taken or omitted by the Pari Passu Secured Parties in reliance hereon, (C) notice of any default by the Company or any other Obligor, (D) notice that any portion of the Senior Obligations is due, and (E) notice of any action against the Company or any other Obligor, or any enforcement or other action with respect to any Senior Collateral, or the assertion of any right of any Pari Passu Secured Party hereunder; and (vi) all defenses that at any time may be available to any Junior Creditor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect.

Certain Waivers. Each Subsidiary 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 BorrowerGuaranteed Credit Parties or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the Borrower (other than as to the payment in full of the any Guaranteed Obligations)Credit Party; (b) any defense based on any claim that such Subsidiary Guarantorthe Company’s obligations exceed or are more burdensome than those of the BorrowerGuaranteed Credit Parties; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s the Company’ liability hereunder; (d) any right to proceed against any of the BorrowerGuaranteed Credit Parties, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any 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 other 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 applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Obligations, and all notices of acceptance of this Company Guaranty or of the existence, creation or incurrence of new or additional 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 Subsidiary 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 BorrowerBorrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderGuaranteed Party) of the liability of the Borrower (or any other than as to the payment in full of the Guaranteed Obligations)Loan Party; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Subsidiary any Guarantor’s liability hereunder; (d) any right to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any other Lender Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderGuaranteed 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 applicable Applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. Each Subsidiary Guarantor waives to the fullest extent permitted by Law (a) any defense arising by reason of any disability or other defense of the Borrowertheany Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderSecured Party, but excluding satisfaction thereof by way of payment) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)BorrowerBorrowers; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrowerBorrowers; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the theany Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any other Lender Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderSecured 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (in each case, other than as a defense relating to the indefeasible 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. (a) Each Subsidiary Guarantor waives (ai) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderSecured Party) of the liability of the Borrower Borrower, (other than as to the payment in full of the Guaranteed Obligations); (bii) any defense based on any claim that such Subsidiary Guarantor’s the obligations of any Guarantor exceed or are more burdensome than those of the Borrower; , (ciii) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s the liability of any Guarantor hereunder; , (div) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any other Lender Secured Party whatsoever; , (ev) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other Lender; 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (sureties, in each case, other than as to the payment in full defense of the Guaranteed Obligations)payment. 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. (b) Each Guarantor hereby irrevocably and unconditionally waives any right it may have at any time (whether or not now existing) of first requiring the Lenders (or any trustee or agent on their behalf) to proceed against or enforce any other rights or security against, or claim payment from, any person before enforcing this Agreement.

Certain Waivers. Each Subsidiary Guarantor waives waives: (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderCredit Party) of the liability of the Borrower (or any other than as to the payment in full of the Guaranteed Obligations)Loan Party; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Subsidiary any Guarantor’s liability hereunder; (d) any right 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 or any other Lender Credit Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderCredit 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 applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the occurrence of the Facility Termination Date and the payment in full in cash of all Obligations to the Guaranteed Obligations)extent then due and payable. 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 Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowerany Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, the Sustainability Structuring Agent, any Lender or any other LenderL/C Issuer) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)any Borrower; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of any of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to require the Administrative Agent, the Sustainability Structuring Agent, any 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 power of Administrative Agent’s, the Administrative Agent Sustainability Structuring Agent’s, any Lender’s or any other Lender 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 other LenderAgent, 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary Guarantor waives hereby waives: (a) any defense arising by reason of any disability or other defense of the Borrower, any other Guarantor, or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lendera Secured Party) of the liability of the Borrower (Borrower, any other than as to the payment in full of the Guaranteed Obligations)Guarantor, or any other guarantor; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower, any other Guarantor, or any other guarantor; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the Borrower, any other Guarantor, or any other guarantor, to marshal assets or proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the such Secured Party’s power of the Administrative Agent or any 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 other Lendera 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 applicable Applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary Guarantor hereby 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 Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party or any other guarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderCreditor Party) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (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 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 the Administrative Agent or any other Lender whatsoeverCreditor Party; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderCreditor Party; and (f) to the fullest 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary The U.S. Guarantor waives (a) any defense arising by reason of any disability or or, to the fullest extent permitted by law, any other defense of the Borrowerany Loan Party, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderSecured Party) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)any Loan Party; (b) any defense based on any claim that such Subsidiary the U.S. Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary the U.S. Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Borrowerany other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent Agent’s or any other Lender 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 other LenderSecured 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary The U.S. 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 Subsidiary 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 BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderGuaranteed Party) of the liability of the Borrower (or any other than as to the payment in full of the Guaranteed Obligations)Loan Party; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Subsidiary any Guarantor’s liability hereunder; (d) any right to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any other Lender Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderGuaranteed Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits 137 that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. Each Subsidiary Guarantor waives waives: (a) any defense defence arising by reason of any disability or other defense defence of the BorrowerCME Ltd or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderCME Credit Guarantor) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations); CME Ltd; (b) any defense defence based on any claim that such Subsidiary Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower; CME Ltd; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s 's liability hereunder; ; (d) any right to require the CME Credit Guarantor to proceed against the Borrower, proceed against or exhaust any security for the Obligations, CME Ltd or pursue any other remedy in the CME Credit Guarantor's power of the Administrative Agent or any other Lender whatsoever; and (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other Lender; and (f) to the fullest extent permitted by law, any and all other defenses defences or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment non‑payment or nonperformancenon‑performance, protests, notices of protest, notices of dishonor dishonour 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; subject, however, to such Subsidiary Guarantor's right to make inquiry to the CME Credit Guarantor to ascertain the amount of the Guaranteed Obligations at any reasonable time.

Certain Waivers. Each Subsidiary The Guarantor waives to the extent permitted by Law (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, (other than the defense of final payment in full in cash and performance in full of the Guaranteed Obligations, except for contingent indemnification obligations for which no claim has been asserted), or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (b) any defense based on any claim that such Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Lender’s power of the Administrative Agent or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent Lender; (f) any rights and defenses that are or any other Lendermay become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Subsidiary Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the BorrowerCompany or any other guarantors, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderLender Party) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Company; (ba) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowerCompany; (ca) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (da) any right to proceed against the BorrowerCompany, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any other Lender Party whatsoever; (ea) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent any Lender Party; (a) any defense arising from any law or regulation of any jurisdiction or any other Lenderevent affecting any term of an obligation of such Guarantor; and (fa) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the full payment in full of the Guaranteed Obligationsand performance). Each Subsidiary 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional 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 waives: (a) any defense arising by reason of any disability or other defense of the Borrower, or right to require the cessation from any cause whatsoever (including any act or omission of Beneficiaries to proceed against the Administrative Agent Company or any other Lender) Subsidiary Guarantor, or to pursue any other remedy in any Beneficiary’s power whatsoever and the right to have the property of the liability Company or any other Subsidiary Guarantor first applied to the discharge of the Borrower (other than as to the payment in full of the Guaranteed Company Obligations); ; (b) any defense based on any claim that such Subsidiary Guarantorall rights and benefits under applicable law purporting to reduce a guarantor’s obligations exceed in proportion to the obligation of the principal or are providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than those that of the Borrower; principal; (c) the benefit of any statute of limitations affecting such the Company Obligations or any Subsidiary Guarantor’s liability hereunder; ; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power requirement of the Administrative Agent marshaling or any other Lender whatsoever; principle of election of remedies; (e) any benefit right to assert against any Beneficiary any defense (legal or equitable), set-off, counterclaim and other right that any Subsidiary Guarantor may now or any time hereafter have against the Company or any other Subsidiary Guarantor; (f) presentment, demand for payment or performance (including diligence in making demands hereunder), notice of dishonor or nonperformance, protest, acceptance and notice of acceptance of its Subsidiary Guarantee, and, except to the extent expressly required by this Indenture or the Notes, all other notices of any kind, including (i) notice of any action taken or omitted by the Beneficiaries in reliance hereon, (ii) notice of any default by the Company or any Subsidiary Guarantor, (iii) notice that any portion of the Company Obligations is due, (iv) notice of any action against the Company or any Subsidiary Guarantor, or the assertion of any right of any Beneficiary hereunder; (g) all defenses that at any time may be available to participate in such Subsidiary Guarantor by virtue of any security valuation, stay, moratorium or other law now or hereafter held by the Administrative Agent or any other Lenderin effect; and and (fh) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full laws of the Guaranteed Obligations). Each Subsidiary Guarantor expressly waives all setoffs States of Mississippi, Louisiana, Iowa, Florida 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional ObligationsColorado.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party or any other guarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderSecured Party) of the liability of the Borrower (Borrower, other than as to the defense of payment in full in cash or immediately available funds of all 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 Secured 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 the Administrative Agent or any other Lender whatsoeverSecured Party; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderSecured Party; and (f) to the fullest full extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowerany Obligor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderBank) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)any Obligor; (b) any defense based on any claim that such Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrowerany Obligor; (c) the benefit of any statute of limitations affecting such Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Bank to proceed against the Borrowerany Obligor, proceed against or exhaust any security for the Obligationsindebtedness, or pursue any other remedy in the Bank ‘s power of the Administrative Agent or any 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 other LenderBank; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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.. Notwithstanding the foregoing provisions of this Section 4, Guarantor shall have the opportunity to cure, within thirty (30) days of written notice, any default by an Obligor under the terms of the Guaranteed Obligations that could lead to acceleration of the Guaranteed Obligations, or to the demand for payment or performance under this Guaranty. {Client Files/BAN/060808/0558/2015/03278721.DOCX;2} 4836-5989-2149.7

Certain Waivers. Each Subsidiary 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 other Loan Party or any other guarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderCreditor Party) of the liability of the Borrower (other than as to the defense of prior payment 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 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 the Administrative Agent or any other Lender Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderCreditor 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 applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary Guarantor Verisk waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrowing Subsidiaries or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, any Lender, any L/C Issuer or any other LenderHedge Bank) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrowing Subsidiaries; (b) any defense based on any claim that such Subsidiary GuarantorVerisk’s obligations exceed or are more burdensome than those of the BorrowerBorrowing Subsidiaries; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to require the Administrative Agent, any Lender, any L/C Issuer or any Hedge Bank to proceed against the BorrowerBorrowing Subsidiaries, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Administrative Agent’s, the Lenders’, the L/C Issuers’ or the Hedge Banks’ power of the Administrative Agent or any other Lender whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent Agent, any Lender, any L/C Issuer or any other LenderHedge Bank; and (fe) to all defenses based on suretyship or impairment of collateral (Verisk, the fullest extent permitted by lawAdministrative Agent, any Lender, any L/C Issuer and all other defenses or benefits that may be derived from or afforded by applicable Law limiting any Hedge Bank intending this waiver to have the liability of or exonerating guarantors or sureties (other than as to the payment effects described in full Section 48 of the Guaranteed ObligationsRestatements (Third) of the Law of Suretyship and Guaranty). Each Subsidiary 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 Borrowing Subsidiary Obligations, and all notices of acceptance of this Guaranty Article XI or of the existence, creation or incurrence of new or additional Borrowing Subsidiary Obligations.

Certain Waivers. Each Subsidiary To the fullest extent permitted by applicable law, each Guarantor waives (a) any defense (other than the defense of payment in full of the Guaranteed Obligations) arising by reason of any disability or other defense of the BorrowerBorrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderGuaranteed Party) of the liability of the Borrower (or any other than as to the payment in full of the Guaranteed Obligations)Guarantor; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Guarantor; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the BorrowerBorrower or any other Guarantor, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the any Guaranteed Party’s power of the Administrative Agent or any 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 other LenderGuaranteed 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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 Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderBeneficiary) of the liability of the Borrower (other than as due to the indefeasible payment in full in cash 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 BorrowerBorrower or any other guarantor; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Beneficiary 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 Agent’s or any other Lender Beneficiary’s power whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderBeneficiary; and (fe) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as sureties. Each Guarantor expressly waives, to the payment in full of the Guaranteed Obligations). Each Subsidiary Guarantor expressly waives 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 the terms set forth in this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. Each Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowerany Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderLenders) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)any Borrower; (b) any defense based on any claim that such Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Lenders to proceed against the any Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Lenders’ power of the Administrative Agent or any 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 other LenderLenders; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Subsidiary Guarantor waives (ai) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (bii) any defense based on any claim that such Subsidiary Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower; (ciii) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s 's liability hereunder; (div) except as expressly set forth in Paragraph 5(g) below, any right to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Borrower Obligations, or pursue any other remedy in the power of the Administrative Agent or any other Lender whatsoever; (ev) except as expressly set forth in Paragraph 5(g) below, any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowerany Designated Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, the Sustainability Structuring Agent, any Lender or any other LenderL/C Issuer) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)any Designated Borrower; (b) any defense based on any claim that such Subsidiary 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 Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent, the Sustainability Structuring Agent, any 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 power of Administrative Agent’s, the Administrative Agent Sustainability Structuring Agent’s, any ▇▇▇▇▇▇’s or any other Lender 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 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (b) any defense based on any claim that such Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary the Guarantor’s liability hereunder; (d) any right to require 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 of the Administrative Agent or any 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 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary 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 Subsidiary Guarantor waives waives: (a) any defense arising by reason of any disability or other defense of the Borrower, or right to require the cessation from any cause whatsoever (including any act or omission of Lenders to proceed against the Administrative Agent Borrowers or any other Lender) Guarantor, to proceed against or exhaust any Collateral or to pursue any other remedy in Lenders' power whatsoever and the right to have the property of any Borrower or any other Guarantor first applied to the discharge of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations); ; (b) any defense based on any claim all rights and benefits under applicable law purporting to reduce a guarantor's obligations in proportion to the obligation of the principal or providing that such Subsidiary Guarantor’s obligations exceed the obligation of a surety or are guarantor must neither be larger nor in other respects more burdensome than those that of the Borrower; principal; (c) the benefit of any statute of limitations affecting such Subsidiary the Obligations or any Guarantor’s 's liability hereunder; ; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power requirement of the Administrative Agent marshaling or any other Lender whatsoever; principle of election of remedies; (e) any benefit of and any right to participate in assert against the Lenders any security defense (legal or equitable), set-off, counterclaim and other right that any Guarantor may now or any time hereafter held by the Administrative Agent have against any Borrower or any other Lender; and Guarantor; (f) to the fullest extent permitted by lawpresentment, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (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 demand for payment or performanceperformance (including diligence in making demands hereunder), notices notice of nonpayment dishonor or nonperformance, protests, notices of protest, notices of dishonor acceptance and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices notice of acceptance of this Guaranty Guarantee, and, except to the extent expressly required by the Loan Documents, all other notices of any kind, including (i) notice of any action taken or omitted by the Lenders in reliance hereon, (ii) notice of any default by the Borrowers or any ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (▇▇▇) ▇▇▇ice that any portion of the existenceObligations is due, creation (iv) notice of any action against the Borrowers or incurrence any other Guarantor, or any enforcement of new other action with respect to any Collateral, or additional Obligationsthe assertion of any right of the Lenders hereunder; and (g) all defenses that at any time may be available to any Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect.

Certain Waivers. Each Subsidiary Guarantor waives (a) The Partnership waives: --------------- 2.1 any defense arising by reason of any disability or other defense right to require the holders of the Borrower, or Notes to proceed against the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Trust or any other Lender) obligor in respect of the liability Notes, to proceed against or exhaust any collateral or to pursue any other remedy in any holder's power whatsoever and the right to have the property of any other obligor first applied to the discharge of the Borrower (other than as Notes; 2.2 all rights and benefits under any applicable law purporting to reduce a guarantor's obligations in proportion to the payment in full obligation of the Guaranteed Obligations); (b) any defense based on any claim principal or providing that such Subsidiary Guarantor’s obligations exceed the obligation of a surety or are guarantor must neither be larger nor in other respects more burdensome than those that of the Borrower; (c) principal; 2.3 the benefit of any statute of limitations affecting the Notes or the Partnership's liability thereunder or hereunder; 2.4 any requirement of marshalling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by any holder of the Notes, or any of them, even though that election of remedies, such Subsidiary Guarantor’s liability hereunder; (d) as nonjudicial foreclosure with respect to the security for a guaranteed obligation, has destroyed any right of subrogation, reimbursement or contribution, to the rights of or against any person; 2.5 any right to proceed assert against the Borrower, proceed against or exhaust any security for holders of the ObligationsNotes, or pursue any of them, any defense (legal or equitable), set-off, counterclaim and other remedy in right that the power of Partnership may now or any time hereafter have against the Administrative Agent Trust or any other Lender whatsoever; (e) any benefit of and any right to participate obligor in any security now or hereafter held by the Administrative Agent or any 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 applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full respect of the Guaranteed Obligations). Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentmentsNotes; 2.6 presentment, demands demand for payment or performanceperformance (including diligence in making demands hereunder), notices notice of nonpayment dishonor or nonperformance, protests, notices of protest, notices acceptance and notice of dishonor acceptance of this assumption of the Notes and the undertaking of the Partnership provided herein, and all other notices of any kind, including (i) notice of any action taken or demands omitted by any holder of the Notes, or any of them, reliance hereon, (ii) notice of any default by the Trust or any other obligor in respect of the Notes, (iii) notice that any portion of the Notes is due, (iv) notice of any action against the Trust or any other obligor in respect of the Notes, or any enforcement of other action with respect to any collateral for the Notes, or the assertion of any right of any holder of the Notes, or any of them, hereunder; provided, however, notwithstanding the foregoing, the Partnership shall be entitled to all notices of any kind or nature whatsoever with respect provided for in the Note Agreement attached hereto as Annex 1; 2.7 all defenses that at any time may be available to the ObligationsPartnership by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; 2.8 without limiting the generality of the foregoing or any other provision hereof, the effect of any and all events and circumstances that would exonerate or create a defense to the obligation of a surety, and any and all notices defenses to the obligation of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligationsa surety that may exist from time to time.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor (other than the defense of payment), or the cessation from any cause whatsoever (including any act or omission of Administrative Agent, the Administrative Agent L/C Issuer or any other Lender) of the liability of the Borrower (or any other than as to the payment in full of the Guaranteed Obligations)Loan Party; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Subsidiary any Guarantor’s liability hereunder; (d) any right to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent Agent, the L/C Issuer or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent Agent, the L/C Issuer or any 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 applicable Applicable Law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. Each Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor of the Obligations, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderGuaranteed Party) 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 the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; , (c) the benefit of any statute of limitations affecting such Subsidiary 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 any Guaranteed Party’s power of the Administrative Agent or any 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 other Lender; Guaranteed Party, 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 applicable any Applicable Law limiting the liability of or exonerating guarantors or sureties (sureties, or any defense related to changed circumstances, frustration of purpose, impossibility of performance or other than as to the payment claim based in full of the Guaranteed Obligations)law or equity. Each Subsidiary 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 Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Borrower; (b) any defense based on any claim that such Subsidiary a Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary a Guarantor’s liability hereunder; (d) any right to require the Lender Parties to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the any Lender Party’s power of the Administrative Agent or any 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 other LenderLender 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations, including but not limited to the benefits of Chapter 34 of the Texas Business and Commerce Code, §17.001 of the Texas Civil Practice and Remedies Code, and Rule 31 of the Texas Rules of Civil Procedure, or any similar statute.

Certain Waivers. Each Subsidiary Guarantor of the Article X Guarantors waives (a) any defense arising by reason of any disability or other defense of any Borrower or the Borrowerother Article X Guarantor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderSecured Party) of the liability of the Borrower (any Borrower, other than as to the payment in full Indefeasible Payment and Performance of the Guaranteed All Obligations); (b) any defense based on any claim that such Subsidiary Guarantor’s obligations of any of the Article X Guarantors exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such Subsidiary any Article X Guarantor’s liability hereunder; (d) any right to proceed against any Borrower or the Borrowerother Article X Guarantor, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any other Lender whatsoeverSecured 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 the Administrative Agent or any other LenderSecured 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full Indefeasible Payment and Performance of the Guaranteed All Obligations). Each Subsidiary 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 Obligations, and all notices of acceptance of this Guaranty or of the existence, creation creation, or incurrence of new or additional Obligations.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowerany Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Agent, Collateral Agent, Documentation Agent, or any other Lender) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)any Borrower; (b) any defense based on any claim that such Subsidiary 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 Subsidiary Guarantor’s the Guarantors’ liability hereunder; (d) any right to require the Agent, Collateral Agent, Documentation Agent, or any Lender 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 the Administrative Agent Agent’s, Collateral Agent’s, Documentation Agent’s, or any other Lender Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent Agent, Collateral Agent, Documentation Agent, or any 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 applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)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 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.

Certain Waivers. Each Subsidiary In connection with this Guaranty, the Guarantor waives waives: (a) any defense arising by reason of any disability or other defense of the Borrower, or right to require the cessation from any cause whatsoever (including any act or omission of the Administrative Agent Beneficiaries to proceed against a Buyer or any other Lender) Obligor or to pursue any other remedy in the Beneficiary’s power whatsoever and the right to have the property of a Buyer or any other Obligor first applied to the discharge of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations); ; (b) any defense based on any claim that such Subsidiary Guarantorall rights and benefits under Applicable Law purporting to reduce a guarantor’s obligations exceed in proportion to the obligation of the principal or are providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than those that of the Borrower; principal; (c) the benefit of any statute of limitations affecting such Subsidiary the Obligations or the Guarantor’s liability hereunder; ; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power requirement of the Administrative Agent marshalling or any other Lender whatsoever; principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as nonjudicial foreclosure with respect to the security for a guaranteed obligation, has destroyed the Guarantor’s rights of subrogation and reimbursement against the Buyers; (e) any benefit of and any right to participate in assert against the Beneficiary any security defense (legal or equitable), set-off, counterclaim and other right that the Guarantor may now or any time hereafter held by the Administrative Agent have against a Buyer or any other Lender; and Obligor; (f) to the fullest extent permitted by lawpresentment, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (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 demand for payment or performanceperformance (including diligence in making demands hereunder), notices notice of nonpayment dishonor or nonperformance, protests, notices of protest, notices acceptance and notice of dishonor acceptance of this Guaranty, and all other notices or demands of any kind or nature whatsoever with respect kind; and (g) all defenses that at any time may be available to the ObligationsGuarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect and all notices ALL rights and defenses that are or may become available to THE GUARANTOR by reason of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional ObligationsAPPLICABLE LAW.

Certain Waivers. Each Subsidiary Guarantor waives The Guarantors hereby waive: (ai) any defense arising by reason of any disability or other defense of the BorrowerIssuer or any Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other LenderObligor) of the liability of the Borrower (other than as to the payment in full of the Guaranteed Obligations)Issuer; (bii) any defense based on any claim that such Subsidiary Guarantor’s the Guarantors obligations exceed or are more burdensome than those of the BorrowerIssuer; (ciii) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s the Guarantors' liability hereunder; (div) any right to proceed against the BorrowerIssuer, proceed against or exhaust any security for the ObligationsObligations under the Financing Documents, or pursue any other remedy in the power of the Administrative Agent or any other Lender Obligor whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other LenderObligor; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than as to the payment in full of the Guaranteed Obligations)sureties. Each Subsidiary Guarantor The Guarantors expressly waives waive 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 ObligationsObligations under the Financing Documents, and all notices of acceptance of this Guaranty the Guarantee or of the existence, creation or incurrence of new or additional ObligationsObligations under the Financing Documents.