Common use of Certain Waivers Clause in Contracts

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

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

Certain Waivers. The (a) Holdings and each Subsidiary Guarantor waives waives, to the fullest extent permitted by law law, (ai) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Lender Party) of the liability of the BorrowerBorrowers; (bii) any defense based on any claim that the Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (ciii) the benefit of any statute of limitations affecting the Holdings’ or any Subsidiary Guarantor’s liability hereunder; (div) any right to require the any Lender Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Secured Obligations, or pursue any other remedy in the power of any Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remediesParty whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by the Lenderany Lender Party; and (fvi) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) fullest extent permitted by law, any and all other defenses (other than a defense of payment in full) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed . Holdings and indefeasibly paid in full in cash. The each Subsidiary Guarantor expressly waives waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations. This Guaranty shall not be affected by , except as otherwise expressly set forth in this Agreement. (b) Holdings and each Subsidiary Guarantor agrees that its obligations hereunder are absolute and unconditional, irrespective of (i) the genuineness, validity, regularity regularity, enforceability, subordination or enforceability any future modification of, or change in, any Loan Obligations or Loan Document, or any other document, instrument or agreement to which any Borrower or other Loan Party is or may become a party or be bound; (ii) the absence of any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of any kind by Administrative Agent or any Lender with respect thereto; (iii) the Guaranteed existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guarantee for the Loan Obligations or any instrument or agreement evidencing any Guaranteed Obligationsaction, or by the existence, validity, enforceability, perfection, non-perfection or extent absence of any collateral thereforaction, by Administrative Agent or any Lender in respect thereof (including the release of any security or guarantee); (iv) the insolvency of any Borrower or any other Loan Party; (v) any election by Administrative Agent or any Lender in proceeding under Debtor Relief Laws for the application of Section 1111(b)(2) of the Bankruptcy Code; (vi) any borrowing or grant of a Lien by any fact Borrower or circumstance relating to other Loan Party, as debtor-in-possession under Section 364 of the Guaranteed Bankruptcy Code or otherwise; (vii) the disallowance of any claims of Administrative Agent or any Lender against any Borrower for the repayment of any Obligations which under Section 502 of the Bankruptcy Code or otherwise; or (viii) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except defense of payment in full. (c) Holdings and each Subsidiary Guarantor expressly waives, to the obligations fullest extent permitted by law, all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Administrative Agent or Lenders to marshal assets or to proceed against any Borrower, or any other Person or security for the payment or performance of any Secured Obligations before, or as a condition to, proceeding against Holdings or such Subsidiary Guarantor. Holdings and each Subsidiary Guarantor waives, to the fullest extent permitted by law, all defenses available to a surety, guarantor or accommodation co-obligor other than defense of payment in full. It is agreed among Holdings and each Subsidiary Guarantor, Administrative Agent and Lenders that the provisions of this Article XI are essential to the transaction contemplated by the Loan Documents and that, but for such provisions, Administrative Agent and ▇▇▇▇▇▇▇ would decline to make Loans and issue Letters of Credit. Holdings and each Subsidiary Guarantor acknowledges that its guarantee pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected to benefit such business. (d) Administrative Agent and ▇▇▇▇▇▇▇ may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral by judicial foreclosure or non-judicial sale or enforcement, without affecting any rights and remedies under this Article XI. If, in taking any action in connection with the exercise of any rights or remedies, Administrative Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Loan Party or other Person, whether because of any applicable Laws pertaining to “election of remedies” or otherwise, Holdings and each Subsidiary Guarantor consents to such action and waives any claim based upon it, even if the action may result in loss of any rights of subrogation that Holdings or any Subsidiary Guarantor might otherwise have had. Any election of remedies that results in denial or impairment of the Guarantor under this Guaranty, right of Administrative Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair Holdings’ and each Subsidiary Guarantor’s obligation to pay the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all full amount of the foregoingLoan Obligations.

Certain Waivers. The Each Guarantor waives agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure or delay of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement; (b) any change in the time, place or manner of payment of the Guarantor Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms of Section 9.10 thereof or any agreement evidencing, securing or otherwise executed in connection with the Guarantor Obligations; (c) the addition, substitution, any legal or equitable discharge or release of such Guarantor with respect to the Guarantor Obligations (other than a discharge or release of such Guarantor with respect to its Guarantor Obligations as a result of payment in full of the applicable Guarantor Obligations in accordance with the terms hereunder) or any Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (d) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (e) the existence of any claim, set-off, judgment or other right which such Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party or any of their respective Affiliates, whether in connection with the Guarantor Obligations or otherwise; (f) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; (g) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement or affecting any of their respective assets; or (h) any discharge of such Guarantor as a matter of applicable law (other than as a result of, and to the extent of, payment of such Guarantor's Guarantor Obligation in accordance with the terms of the Merger Agreement). To the fullest extent permitted by law (a) Law, each Guarantor hereby expressly waives any defense and all rights or defenses arising by reason of any disability Law which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guarantor Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Guarantor Obligations and all other notices of any kind (except for notices to be provided to Parent or Merger Sub pursuant to the Merger Agreement or notices expressly provided pursuant to this Limited Guarantee), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other defense of the Borrower similar Law now or any other guarantorhereafter in effect, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting 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 whatsoever and any defense based upon the doctrines of marshalling of assets of Parent, Merger Sub or of election of remedies; (e) any benefit of and any right to participate in any security other Person now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 liable with respect to the Guaranteed ObligationsObligations or otherwise interested in the transactions contemplated by the Merger Agreement, and all notices of acceptance suretyship defenses generally (other than a breach by the Guaranteed Party of this Guaranty or Limited Guarantee). Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of the existencesuch benefits. Without limiting anything else in this Limited Guarantee, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty each Guarantor hereby covenants and agrees that it shall not be affected by the genuinenessinstitute, validity, regularity directly or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guarantyindirectly, and shall cause its Affiliates not to institute, directly or indirectly, any proceeding asserting the Guarantor hereby irrevocably waives any defenses it may now have Prohibited Defenses or hereafter acquire that this Limited Guarantee is illegal, invalid or unenforceable in any way relating to any or all of the foregoingaccordance with its terms.

Certain Waivers. The Guarantor Guarantor, except as expressly set forth in this Guaranty, hereby waives and relinquishes all rights and remedies accorded by applicable law to the fullest extent permitted by law sureties or guarantors and, except as expressly set forth in this Guaranty, agrees not to assert or take advantage of any such waived and relinquished rights or remedies, including: (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Lender Beneficiary to proceed against the Borrower, proceed against or exhaust any security for held by Beneficiary before proceeding against Guarantor; (b) any defense that may arise by reason of the Guaranteed Obligationsincapacity, lack of authority, death or pursue disability of any other remedy person or the failure of Beneficiary to file or enforce a claim against the estate (in the Lender ‘s power whatsoever and administration, bankruptcy or any defense based upon the doctrines of marshalling of assets or of election of remedies; (eother similar proceeding) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 Obligationsother person; (c) except as expressly contemplated herein demand, presentment, protest and all notices notice of acceptance of this Guaranty or any kind, including without limitation notice of the existence, creation or incurrence incurring of any new or additional Guaranteed Obligations. This Guaranty shall not be affected by obligation or of any action or non-action on the genuineness, validity, regularity or enforceability part of the Principal or Beneficiary (other than a breach by Beneficiary of any of its obligations under the applicable Guaranteed Obligations Document); (d) any defense based upon an election of remedies by Beneficiary which destroys or any instrument or agreement evidencing any Guaranteed Obligationsotherwise impairs the subrogation rights of Guarantor, the right of Guarantor to proceed against the Principal for reimbursement, or by both; (e) any duty on the existencepart of Beneficiary to disclose to Guarantor any facts Beneficiary may now or hereafter know about the Principal, validityregardless of whether Beneficiary has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume, enforceabilityor has reason to believe that such facts are unknown to Guarantor, perfectionor has a reasonable opportunity to communicate such facts to Guarantor, since Guarantor acknowledges that Guarantor is fully responsible for being and keeping informed of the financial condition of the Principal and of all circumstances bearing on the risk of non-perfection or extent payment of any collateral thereforObligations hereby guaranteed; (f) any defense arising because of Beneficiary’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (g) any defense based upon any borrowing or by grant of a security interest under Section 364 of the Bankruptcy Code; (h) demands, diligence, presentment, notices and any fact or circumstance relating to the Guaranteed Obligations other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than performance of and/or compliance with the terms of such Obligations by the Guarantor and/or the person whose performance and compliance is being guaranteed); (i) all rights, setoffs, counterclaims and defenses to which the obligations Principal is or may be entitled under the Guaranteed Document arising from or out of the Guarantor under this Guaranty, and Guaranteed Document or at law or in equity; and (j) any defense based upon any statute or rule of law which provides that the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire obligation of a surety must be neither larger in any way relating to any or all amount nor in other respects more burdensome than that of the foregoinga principal.

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

Certain Waivers. The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations Secured Party exceed or are more burdensome than those of the Borrower) (other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash); (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Lender Administrative Agent or any other Secured Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s Administrative Agent’s or such other Secured Party’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the LenderAdministrative Agent or any other Secured Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty (other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash) and (g) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 ObligationsObligations (except to the extent the same is expressly required under the terms of the Loan Documents), and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Guarantor waives to the fullest extent permitted by law (a) Each Credit Party and each Subsidiary thereof hereby absolutely and unconditionally waives, in each case with respect to or arising under the Obligations, Collateral or the Loan Documents, (i) all rights of rescission, set-off, counterclaim, demand, presentment or protest, and all defenses, with respect to any defense arising by reason and all obligations, liabilities, agreements, arrangements or instruments, including without limitation, in any action or proceeding brought to obtain a court order recognizing the Lien of Agent in and to any Collateral, (ii) except as expressly provided herein, all notices and demands of any disability or other defense of the Borrower or any other guarantordescription, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (ciii) the benefit pleading of any statute of limitations affecting the Guarantor’s liability hereunder; limitations, and (div) any right duty, responsibility or obligation of any Lender Party with respect to require any of the Lender Collateral, including, without limitation, to proceed against the Borrowergive priority or preference to any item of Collateral, proceed against marshal assets, take possession or exhaust sell any security for the Guaranteed ObligationsCollateral with judicial process, collect any sums due in respect of any Collateral, or pursue protect or preserve any other remedy Collateral or any rights thereto or thereunder, and no Lender Party shall have any such duty, responsibility or obligation. (b) No course of action or dealing, forbearance, event, act or omission, in the whole or in part, by any Lender ‘s power whatsoever and Party under or in connection with any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting Loan Document shall affect the liability of any Credit Party or exonerating guarantors any Subsidiary thereof, or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 operate as a waiver of any kind provision of any Loan Document or nature whatsoever preclude any other or further course of action or dealing, forbearance, event, act or omission under or in connection with respect any provision of any Loan Document. Each waiver or consent under any Loan Document shall be limited solely to the Guaranteed Obligations, express terms and all notices conditions of acceptance of this Guaranty such waiver or of the existence, creation or incurrence of new or additional Guaranteed Obligationsconsent. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or Notwithstanding any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent other provision of any collateral thereforLoan Document, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably no Lender Party waives any defenses it may now have violation under any Loan Document by virtue of completing the Closing or hereafter acquire in funding any way relating Loan. Unless expressly provided otherwise, any matter subject to any or all of the foregoingLender Party’s discretion under any Loan Document shall be at such Lender Party’s sole and absolute discretion. (c) EACH PARTY HEREBY (i) EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR INCIDENTAL TO THE DEALINGS OF THE PARTIES WITH RESPECT TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND (ii) AGREES AND CONSENTS THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.

Certain Waivers. The Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, Parent, or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Credit Party) of the liability of the BorrowerBorrower (other than the defense that the Guaranteed Obligations have been performed and indefeasibly paid in cash, to the extent of any such payment); (b) any defense based on any claim that the any Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the any Guarantor’s liability hereunder; (d) any right to require the Lender Credit Parties to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the Lender ‘s Credit Parties’ power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedieswhatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the LenderCredit Parties; and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor or default, notice of intent to accelerate, notice of acceleration, and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be affected by the genuineness, validity, regularity or enforceability construed to mean that any of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent above referenced provisions of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire California law are in any way relating applicable to any this Guaranty or all of the foregoingGuaranteed Obligations.

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

Certain Waivers. The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the either Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the LenderAdministrative Agent or any other Secured Party) of the liability of either Borrower other than payment in full of the BorrowerGuaranteed Obligations; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Lender Administrative Agent or any other Secured Party to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the Lender ‘s Administrative Agent’s or any other Secured Party’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedieswhatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the LenderAdministrative Agent or any other Secured Party; and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This The Guarantor waives any rights and defenses that are or may become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be affected by the genuineness, validity, regularity or enforceability construed to mean that any of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent above referenced provisions of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire California law are in any way relating applicable to any this Guaranty or all of the foregoingGuaranteed Obligations.

Certain Waivers. The Each Guarantor waives agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of such Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with the Parent or the Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party, the Parent or the Merger Sub without in any way impairing or affecting each Guarantor’s obligations under this Limited Guarantee. Each Guarantor agrees that the obligations of such Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against the Parent, the Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (b) change in the time, place or manner of payment of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms of the Merger Agreement or any other agreement evidencing, securing or otherwise executed by the Parent, the Merger Sub and the Guaranteed Party in connection with the Obligations; (c) any change in the corporate existence, structure or ownership of the Parent, the Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (d) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent, the Merger Sub or any other person interested in the transactions contemplated by the Merger Agreement; (e) any lack of validity or enforceability of the Merger Agreement or any agreement or instrument relating thereto; (f) the existence of any claim, set-off or other right which such Guarantor may have at any time against the Parent, the Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise; or (g) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations. To the fullest extent permitted by law (a) law, each Guarantor hereby expressly waives any defense and all rights or defenses arising by reason of any disability law which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Obligations and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other defense of the Borrower similar law now or any other guarantorhereafter in effect, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the Borrower, proceed against or exhaust marshaling of assets of any security for the Guaranteed Obligations, or pursue any other remedy person interested in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held transactions contemplated by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 ObligationsMerger Agreement, and all notices suretyship defenses generally, including, without limitation, any event, condition or circumstance that might be construed to constitute, an equitable or legal discharge of acceptance such Guarantor’s obligations hereunder. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligationssuch benefits. This Guaranty Each Guarantor hereby covenants and agrees that it shall not be affected by institute, and shall cause its respective affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to (i) the genuinenesseffects of insolvency, validitybankruptcy, regularity reorganization or enforceability other similar proceedings and (ii) general equitable principles (whether considered in a proceeding in equity or at law). The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause all of its Related Persons (as defined below) not to institute, any proceeding or bring any other claim (whether in tort, contract or otherwise) arising under, or in connection with, the Guaranteed Obligations Merger Agreement, the Abax Equity Financing or the transactions contemplated thereby against the Guarantors or any instrument or agreement evidencing any Guaranteed ObligationsNon-Recourse Party (as defined below), or by except for claims against the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating Guarantors under this Limited Guarantee (subject to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoinglimitations contained herein).

Certain Waivers. The Guarantor Borrower hereby irrevocably and unconditionally waives (i) promptness and diligence, (ii) notice of any actions taken by Lender hereunder or under any other Loan Document or any other agreement or instrument relating hereto or thereto except to the fullest extent permitted by law otherwise provided herein, (aiii) all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of Borrower's obligations hereunder and under the other Loan Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving Borrower of any of its obligations hereunder or under the other Loan Documents, (iv) any defense requirement that Lender protect, secure, perfect or insure any lien on any collateral for the Loan or exhaust any right or take any action against Borrower, Guarantor or any other person or entity or against any collateral for the Loan, (v) any right or claim of right to cause a marshalling of Borrower's assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of any disability payment by Borrower pursuant hereto or other defense of the Borrower or to any other guarantorLoan Document. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, or the cessation from any cause whatsoever IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF LENDER WITH RESPECT TO THIS AGREEMENT, THE NOTE OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (including any act or omission of the LenderW) of the liability of the Borrower; INJUNCTIVE RELIEF, (bX) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; A TRIAL BY JURY, (cY) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM AND (dZ) any right to require the Lender to proceed against the BorrowerHAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cashACTION OR PROCEEDING. The Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingNOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST LENDER WITH RESPECT TO ANY ASSERTED CLAIM.

Certain Waivers. The Each Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Obligor, any Guarantor, any other Loan Party or any other Person, to proceed against any Designated Obligor, any other Loan Party or any other Person to proceed against or exhaust any of the fullest extent permitted by law Collateral, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any other provisions of §9-611 of the New York UCC (aor 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 any Designated Obligor, any Guarantor or any other guarantor, or the cessation from any cause whatsoever Person; (including any act or omission of the Lender) of the liability of the Borrower; (biv) any defense based on upon any claim that Guaranteed Party’s errors or omissions in the Guarantor’s obligations exceed or are more burdensome than those administration of the Borrower; (c) the benefit of any statute of limitations affecting 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 whatsoever and ; (v) any defense based upon the doctrines of marshalling of assets or of an election of remedies; remedies (eincluding, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of any benefit Guarantor or the right of and any right Guarantor to participate in proceed against any security now Designated Obligor or hereafter held by the Lender; (f) any fact or circumstance related to other obligor of the Guaranteed Obligations which might otherwise constitute a defense for reimbursement; and (vi) without limiting the generality of the foregoing, to the obligations of the Guarantor under this Guaranty and (g) 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 or which may conflict with the defense that terms of this Guaranty, including any rights and defenses available to the Guaranteed Obligations have been fully performed Guarantors by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. As provided below, this Guaranty shall be governed by, and indefeasibly paid construed in full in cashaccordance with, the laws of the State of New York. The Guarantor expressly waives all presentmentsforegoing is included solely out of an abundance of caution, demands for payment and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Beneficiary) of the liability of the Borrower; (b) any defense based on any claim that the 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 the Guarantor’s liability hereunder; (d) any right to require the Lender Administrative Agent or any other Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the Lender ‘s Administrative Agent’s or any other Beneficiary’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedieswhatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the LenderAdministrative Agent or any other Beneficiary; (f) any fact or circumstance related to defense based on any claim that the Guaranteed Obligations which might otherwise constitute a defense to the liability and obligations of the Guarantor hereunder were released, discharged, limited or otherwise affected by: (i) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Obligation, security, Person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Obligations, covenants or undertakings of the Borrower or the Guarantor under the Credit Agreement other than upon full and final payment and performance of all Obligations, (ii) any modification or amendment of or supplement to the Obligations, (iii) any loss of or in respect of any security held by or on behalf of the Beneficiaries, whether occasioned by the fault of the Beneficiaries or otherwise, including any release, non-perfection or invalidity of any such security, (iv) any change in the existence, structure, constitution, name, control or ownership of the Borrower, the Guarantor or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person or their respective assets, (v) the existence of any set-off, counterclaim, claim or other right which the Borrower or the Guarantor may have at any time against the Beneficiaries or any other Person, whether in connection with the Credit Agreement, this Guaranty or any other Document or which may be available to or asserted by the Guarantor or the Borrower against a Beneficiary or any of its affiliates, (vi) any provision of applicable law purporting to prohibit or limit the payment by the Borrower or the Guarantor, as applicable, of any Obligation, and the foregoing is hereby waived by the Guarantor to the extent permitted under applicable law, (vii) any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary or any other Person on behalf of a Beneficiary to payment of the Obligations, (viii) any release, substitution or addition of any other guarantor of the Obligations, (ix) any failure of any Beneficiary or any other Person on a Beneficiary’s behalf to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations, (x) any failure of a Beneficiary or any other Person on behalf of a Beneficiary to proceed against the Borrower, the Guarantor or any other Person, or to apply or exhaust any security held from the Borrower, any Subsidiary or any other Person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other Person, or to pursue any other remedy available to the Beneficiaries or any other Person on behalf of the Beneficiaries, (xi) the invalidity, illegality or lack of enforceability of the Obligations or any part thereof or of any security or guarantee in support thereof, or by reason of any incapacity, lack of authority, or other defense of the Borrower, the Guarantor or any other Person, or by reason of any limitation, postponement or prohibition on a Beneficiary’s or other Person on behalf of a Beneficiary’s rights to payment, or the cessation from any cause whatsoever of the liability of the Borrower, the Guarantor or any other Person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full of the Obligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of the Borrower, the Guarantor or any other Person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise, (xii) the failure by a Beneficiary or any other Person on behalf of a Beneficiary to obtain, register, perfect or maintain a Lien in or upon any property of the Borrower, the Guarantor or any other Person, or by reason of any interest of the Beneficiaries or any other Person on behalf of the Beneficiaries in any property, whether as owner thereof or as holder of a Lien therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to Collateral, (xiii) the failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to marshal assets, (xiv) to the extent permitted under applicable law, any defense based upon any failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to give to the Borrower or the Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any other guarantee thereof, or any notice that may be given in connection with any sale or other disposition of any such property, or (xv) any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, the Guarantor or any other Person, including any discharge or bar against collection of any of the Obligations; and (gf) 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 except for the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid indefeasible payment in full in cashof the Obligations. The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the LenderAdministrative Agent or any holder of the Guaranteed Obligations) of the liability of the Borrowerany Borrower or any other Loan Party; (b) any defense based on any claim that the such 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 the such Guarantor’s liability hereunder; (d) any right to require the Lender 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 Lender ‘s power whatsoever and of the Administrative Agent or any defense based upon holder of the doctrines of marshalling of assets or of election of remediesGuaranteed Obligations whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the LenderAdministrative Agent or any holder of the Guaranteed Obligations; and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid indefeasible payment in full in cashcash and performance of all the Guaranteed Obligations). The Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any applicable law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Secured Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever. The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorguarantor (other than full payment and performance), or the cessation from any cause whatsoever (including any act or omission of the Lenderany Secured Party) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) any defense, set off, claim or counterclaim (other than indefeasible payment and performance in full) which may at any time be available to or be asserted by any Loan Party or any other Person against any Secured Party; (d) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (de) any right to require the Lender to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the Lender ‘s Agent’s or any other Secured Party’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedieswhatsoever; (ef) any benefit of and any right to participate in any security now or hereafter held by the LenderAgent or any other Secured Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any change in (i) the amount, interest rate or due date or other term of any of the Guarantied Obligations, (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document or any other document, instrument or agreement evidencing or relating to any Guarantied Obligations (the “Guarantied Documents”), or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, any Guarantied Document or any assignment or transfer of any Guarantied Document; (h) any lack of validity or enforceability of any Guarantied Document or any assignment or transfer of any Guarantied Document; (i) any furnishing to any of the Secured Parties of any security for any of the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral securing any of the Guarantied Obligations; (j) any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to any of the Guarantied Obligations, or any subordination of the payment of any of the Guarantied Obligations to the payment of any other liability of the Borrower or any other Loan Party; (k) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Guarantor, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; (l) any act or failure to act by any Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against any other Loan Party or any other Person to recover payments made under this Guaranty; (m) any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Guarantied Obligations; (n) any application of sums paid by any Loan Party or any other Person with respect to the liabilities of any Loan Party to any of the Secured Parties, regardless of what liabilities of the Borrower remain unpaid; (o) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; (p) any change in the corporate existence, structure or ownership of any Loan Party; (q) any statement, representation or warranty made or deemed made by or on behalf of any Loan Party under any Guarantied Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; (r) any statement, representation or warranty made or deemed made by or on behalf of any Loan Party under any Guarantied Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; and (s) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall , including but not be affected by limited to the genuinenessbenefits of N.C. General Statutes §§ 26‑7 through 26‑9 inclusive, validityas amended, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingsimilar statute.

Certain Waivers. The Guarantor Each of Springleaf and the Subsidiary Guarantors waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Secured Party) of the liability of the Borrower; (b) any defense based on any claim that Springleaf’s or the Guarantor’s Subsidiary Guarantors’ obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting Springleaf’s or the Guarantor’s Subsidiary Guarantors’ 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 whatsoever and of any defense based upon the doctrines of marshalling of assets or of election of remediesSecured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Lenderany Secured Party; and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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 . Each of Springleaf and the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor Subsidiary Guarantors expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This As provided below, this Guaranty shall not be affected by governed by, and construed in accordance with, the genuineness, validity, regularity or enforceability laws of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent State of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingNew York.

Certain Waivers. The Parent Guarantor hereby irrevocably waives to the fullest extent permitted by law (other than a defense of payment or performance) (a) any defense arising by reason defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) without limiting Section 9.02, any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (iii) any disability or other defense of the Borrower or any other guarantor, Loan Party or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the BorrowerBorrower or any other Loan Party; (biv) any defense based on any claim that the Parent Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (cv) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; or (vi) without limiting Section 9.02, the failure of any other Person to Guarantee the Obligations as required pursuant to Section 5.11 guarantee or agreement or the release or reduction of liability of any other Guarantor; (b) the benefit of any statute of limitations affecting the Parent Guarantor’s liability hereunder; (dc) any right to require the Lender 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, any Lender, any Issuing Bank or the Swingline Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedieswhatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by as security for the LenderObligations; (e) presentment or protest to, demand of or payment from the Borrower or any other Guarantor of any of the Obligations; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations notice of the Guarantor under this Guaranty acceptance of its guarantee and notice of protest for nonpayment; and (g) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Parent Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

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

Certain Waivers. The Parent Guarantor hereby irrevocably waives to the fullest extent permitted by law (a) any defenses (other than a defense arising by reason of payment or performance) it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) without limiting Section 10.02, any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (iii) any disability or other defense of the Borrower or any other guarantor, Loan Party or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the BorrowerBorrower or any other Loan Party; (biv) any defense based on any claim that the Parent Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (cv) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; or (vi) without limiting Section 10.02, the failure of any other Person to Guarantee the Guaranteed Obligations as required pursuant to Section 6.11 or the release or reduction of liability of any other Guarantor; (b) the benefit of any statute of limitations affecting the Parent Guarantor’s liability hereunder; (dc) any right to require the Lender 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, any Lender, any L/C Issuer, the Swing Line Lender ‘s power whatsoever and or any defense based upon the doctrines of marshalling of assets or of election of remediesother Secured Party whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by as security for the LenderGuaranteed Obligations; (e) presentment or protest to, demand of or payment from the Borrower or any other Guarantor of any of the Guaranteed Obligations; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations notice of the Guarantor under this Guaranty acceptance of its guarantee and notice of protest for nonpayment; and (g) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Parent Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

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

Certain Waivers. The Each Guarantor waives to the fullest extent permitted by law waives: (a) any defense arising by reason of any disability or other defense of the Borrower right to require the Beneficiary to proceed against the Company or any other guarantorObligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the cessation from any cause whatsoever (including any act or omission Beneficiary’s power whatsoever, and the right to have the property of the Lender) Company or any other Obligor first applied to the discharge of the liability of the Borrower; Guarantied Obligations; (b) all rights and benefits under Section 2809 of the California Civil Code and any defense based on any claim other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the Guarantor’s obligations exceed 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 the Guarantied Obligations or such Guarantor’s liability hereunder; hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any right to require the Lender to proceed against the Borrower, proceed against requirement of marshaling or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or 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 non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (e) any benefit of and any right to participate in assert against the Beneficiary any security defense (whether legal or equitable) (other than payment), set-off, counterclaim and other right that any Guarantor may now or any time hereafter held by have against the Lender; 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 this Guaranty, and all other notices of any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and kind; (g) any rights, defenses and all other defenses or benefits that such Guarantor may have by reason of any failure of the Beneficiary to comply with Applicable Law in connection with a disposition of Collateral; (h) all defenses that at any time may be derived from or afforded available to such Guarantor by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 virtue of any kind valuation, stay, moratorium or nature whatsoever with respect to other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the Guaranteed Obligations, and all notices of acceptance of this Guaranty or part of the existenceBeneficiary to enforce, creation assert or incurrence of new exercise any right, power or additional Guaranteed Obligations. This Guaranty shall not be affected by remedy conferred on the genuineness, validity, regularity or enforceability Beneficiary in respect of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Guarantied Obligations; or (j) ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS 2787 TO 2855, or by the existenceINCLUSIVE, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingAND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAW.

Certain Waivers. The Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Secured Party) of the liability of the BorrowerBorrowers; (b) any defense based on any claim that the such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting the such Guarantor’s liability hereunder; (d) subject to Section 10.05, any right to require the Lender to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and of any defense based upon the doctrines of marshalling of assets or of election of remediesSecured Party whatsoever; (e) subject to Section 10.05, any benefit of and any right to participate in any security now or hereafter held by the Lenderany Secured Party; and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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. To the fullest extent permitted under applicable Law, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be affected by the genuineness, validity, regularity or enforceability construed to mean that any of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, nonabove-perfection or extent referenced provisions of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire California law are in any way relating applicable to any this Guaranty or all of the foregoingObligations.

Certain Waivers. The Guarantor Administrative Borrower waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower any Loan Party or any other guarantorForeign Swap Obligor, or the cessation from any cause whatsoever (including any act or omission of the LenderAdministrative Agent or any other Secured Party) of the liability of the Borrowerany Loan Party or any Foreign Swap Obligor; (b) any defense based on any claim that the GuarantorAdministrative Borrower’s obligations under this Borrower Guaranty exceed or are more burdensome than those of the BorrowerGuarantors or any Foreign Swap Obligor; (c) the benefit of any statute of limitations affecting the GuarantorAdministrative Borrower’s liability hereunderunder this Borrower Guaranty; (d) any right to require the Lender Administrative Agent or any other Secured Party to proceed against the Borrowerany other Loan Party or any Foreign Swap Obligor, proceed against or exhaust any security for the Guaranteed Guarantor Primary Obligations or Foreign Subsidiary F/X Obligations, or pursue any other remedy in the Lender ‘s Administrative Agent’s or any other Secured Parties’ power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedieswhatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the LenderAdministrative Agent or any other Secured Party; and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid payment in full in cashcash of all Obligations (other than unasserted contingent obligations not yet due) and termination of all Commitments. The Guarantor For so long as any Obligations remain outstanding, the Administrative Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Subsidiary Obligations, and all notices of acceptance of this Borrower Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Subsidiary Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Each Guarantor waives to the fullest extent permitted by law hereby waives: (a) the right to require the Purchaser to proceed against any defense arising by reason or all of any disability the Issuers or other defense Obligors, to proceed against or exhaust any Collateral or to pursue any other remedy in the Purchaser's power whatsoever, and the right to have the property of the Borrower Issuers or any other guarantor, or Obligor first applied to the cessation from any cause whatsoever (including any act or omission discharge of the Lender) of the liability of the Borrower; Guarantied Obligations; (b) all rights and benefits under Section 2809 of the California Civil Code and any defense based on any claim other Applicable Laws purporting to reduce a guarantor's obligations in proportion to the obligation of the principal or providing that the Guarantor’s obligations exceed 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 the Guarantied Obligations or such Guarantor’s 's liability hereunder; hereunder and under Section 359.5 of the California Code of Civil Procedure; (d) any right to require the Lender to proceed against the Borrower, proceed against requirement of marshaling or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or principle of election of remedies and all rights and defenses arising out of an election of remedies by the Purchaser, even though that election of remedies; , such as non-judicial foreclosure with respect to the security for a Guarantied Obligation, has destroyed such Guarantor's rights of subrogation and reimbursement against any Issuer; (e) any benefit of and any right to participate in assert against the Purchaser any security defense (other than payment), set-off, counterclaim and other right that any Guarantor may now or any time hereafter held by the Lender; have against any Issuer or 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 this Guaranty, and all other notices of any fact or circumstance related kind, with respect to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and Guarantied Obligations; (g) any rights, defenses and all other defenses or benefits that any Guarantor may have by reason of (i) any failure of the Purchaser to hold a commercially reasonable public or private foreclosure sale or otherwise to comply with Applicable Laws in connection with a disposition of Collateral or (ii) any election made by the Purchaser under Section 9501(4) of the California Uniform Commercial Code (or similar provision); (h) all defenses that at any time may be derived from or afforded available to any Guarantor by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 virtue of any kind valuation, stay, moratorium or nature whatsoever with respect to the Guaranteed Obligationsother law now or hereafter in effect, and all notices ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS 2787 TO 2855, INCLUSIVE, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR OTHER SIMILAR APPLICABLE LAW; or (i) any failure, omission, delay or lack of acceptance of this Guaranty or diligence on the part of the existencePurchaser to enforce, creation assert or incurrence of new exercise any right, power or additional Guaranteed Obligations. This Guaranty shall not be affected by remedy conferred on the genuineness, validity, regularity or enforceability Purchaser in respect of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Guarantied Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Secured Party) of the liability of the BorrowerBorrower or any other Loan Party; (b) any defense based on any claim that the such 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 the any Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Secured Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and of any defense based upon the doctrines of marshalling of assets or of election of remediesSecured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Lenderany Secured Party; and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations. This Guaranty shall not be affected by Without limiting the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or Lender’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. The Each Guarantor waives to the fullest extent permitted by law acknowledges and agrees that (a) any defense arising by reason the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of any disability other security or other defense Collateral interests, and without the necessity at any time of having to take recourse against the Borrower Borrowers hereunder or against any other guarantorCollateral securing the Credit Party Obligations or otherwise, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) it will not assert any right to require the Lender to proceed action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any Borrower, proceed (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or exhaust the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Guaranteed Credit Party Obligations, or pursue any other remedy in except through the Lender ‘s power whatsoever exercise of rights of subrogation pursuant to Section 9.2 and any defense based upon through the doctrines exercise of marshalling rights of assets or of election of remedies; (e) any benefit of and any right contribution pursuant to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingSection 9.6.

Certain Waivers. The Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Beneficiary) of the liability of the any Borrower; (b) any defense based on any claim that the such Guarantor’s obligations exceed or are more burdensome than those of the Borrowerany Borrower or any other guarantor; (c) the benefit of any statute of limitations affecting the such Guarantor’s liability hereunder; (d) any right to require the Lender Administrative Agent or any other Beneficiary to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the Lender ‘s Administrative Agent’s or any other Beneficiary’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedieswhatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the LenderAdministrative Agent or any other Beneficiary; (f) any fact defense based on any claim that the liability and obligations of such Guarantor hereunder were released, discharged, limited or circumstance related otherwise affected by: (i) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Obligation, security, Person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Obligations, covenants or undertakings of the Borrowers or any Guarantor under the Documents other than upon full and final payment and performance of all Obligations, (ii) any modification or amendment of or supplement to the Guaranteed Obligations Obligations, (iii) any loss of or in respect of any security held by or on behalf of the Beneficiaries, whether occasioned by the fault of the Beneficiaries or otherwise, including any release, non-perfection or invalidity of any such security, (iv) any change in the existence, structure, constitution, name, control or ownership of either Borrower, any Guarantor or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting either Borrower, any Guarantor or any other Person or their respective assets, (v) the existence of any set-off, counterclaim, claim or other right which might otherwise constitute either Borrower or any Guarantor may have at any time against the Beneficiaries or any other Person, whether in connection with the Credit Agreement, this Guaranty or any other Document or which may be available to or asserted by any Guarantor or any Borrower against a defense Beneficiary or any of its affiliates, (vi) any provision of applicable law purporting to prohibit or limit the payment by either Borrower or any Guarantor, as applicable, of any Obligation, and the foregoing is hereby waived by each Guarantor to the obligations extent permitted under applicable law, (vii) any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary or any other Person on behalf of a Beneficiary to payment of the Obligations, (viii) any release, substitution or addition of any other guarantor of the Obligations, (ix) any failure of any Beneficiary or any other Person on a Beneficiary’s behalf to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations, (x) any failure of a Beneficiary or any other Person on behalf of a Beneficiary to proceed against either Borrower, any Guarantor or any other Person, or to apply or exhaust any security held from either Borrower, any Subsidiary or any other Person for the Obligations, to proceed against, apply or exhaust any security held from any Guarantor or any other Person, or to pursue any other remedy available to the Beneficiaries or any other Person on behalf of the Beneficiaries, (xi) the invalidity, illegality or lack of enforceability of the Obligations or any part thereof or of any security or guarantee in support thereof, or by reason of any incapacity, lack of authority, or other defense of either Borrower, any Guarantor or any other Person, or by reason of any limitation, postponement or prohibition on a Beneficiary’s or other Person on behalf of a Beneficiary’s rights to payment, or the cessation from any cause whatsoever of the liability of either Borrower, any Guarantor or any other Person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full of the Obligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of either Borrower, any Guarantor or any other Person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise, (xii) the failure by a Beneficiary or any other Person on behalf of a Beneficiary to obtain, register, perfect or maintain a Lien in or upon any property of either Borrower, any Guarantor or any other Person, or by reason of any interest of the Beneficiaries or any other Person on behalf of the Beneficiaries in any property, whether as owner thereof or as holder of a Lien therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to Collateral, (xiii) the failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to marshal assets, (xiv) to the extent permitted under this Guaranty applicable law, any defense based upon any failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to give to either Borrower or any Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any other guarantee thereof, or any notice that may be given in connection with any sale or other disposition of any such property, or (xv) any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against either Borrower, any Guarantor or any other Person, including any discharge or bar against collection of any of the Obligations; and (g) 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 except for the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid indefeasible payment in full in cashof the Obligations. The Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Guarantor Borrower hereby irrevocably and unconditionally waives (i) promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other Loan Document or any other agreement or instrument relating hereto or thereto except to the fullest extent permitted by law otherwise provided herein, (aiii) all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of Borrower's obligations hereunder and under the other Loan Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving Borrower of any of its obligations hereunder or under the other Loan Documents, (iv) any defense requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Loan or exhaust any right or take any action against Borrower, Guarantor or any other Person or against any collateral for the Loan, (v) any right or claim of right to cause a marshalling of Borrower's assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of any disability payment by Borrower pursuant hereto or other defense of the Borrower or to any other guarantorLoan Document. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, or the cessation from any cause whatsoever IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (including any act or omission of the LenderW) of the liability of the Borrower; INJUNCTIVE RELIEF, (bX) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; A TRIAL BY JURY, (cY) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND (dZ) any right to require the Lender to proceed against the BorrowerHAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cashACTION OR PROCEEDING. The Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingNOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

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

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

Certain Waivers. The (a) Each Guarantor waives waives, to the fullest extent permitted by law applicable Law, (ai) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Secured Party) of the liability of the BorrowerBorrower or any other Loan Party; (bii) any defense based on any claim that the such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (ciii) the benefit of any statute of limitations affecting the any Guarantor’s liability hereunder; (div) any right to require the Lender to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Secured Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and of any defense based upon the doctrines of marshalling of assets or of election of remediesSecured Party whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by the Lenderany Secured Party; and (fvi) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations. This . (b) Notwithstanding anything to the contrary contained in any Loan Document, each Thai Guarantor irrevocably and unconditionally, to the extent permitted by applicable law, waives all rights to avoid its obligations under this Guaranty shall which it may have under Sections 196, 293, 294, 684, 687, 688 to 690, 693, 694 and 697 to 701 of the Civil and Commercial Code of Thailand and agrees not be affected by to exercise any of its rights under Section 696 of the genuineness, validity, regularity or enforceability Civil and Commercial Code of Thailand unless and until the Guaranteed Obligations have been fully and irrevocably paid, repaid or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingdischarged.

Certain Waivers. The Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Secured Party) of the liability of the Borrower, other than the payment and performance of the Obligations in full in cash in accordance with the Loan Documents; (b) any defense based on any claim that the such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the such 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 whatsoever and of any defense based upon the doctrines of marshalling of assets or of election of remediesSecured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Lenderany Secured Party; and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be affected by the genuineness, validity, regularity or enforceability construed to mean that any of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, nonabove-perfection or extent referenced provisions of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire California law are in any way relating applicable to any this Guaranty or all of the foregoingObligations.

Certain Waivers. The Each Guarantor waives hereby waives: 3.5.1. the right to require any Lender Party to proceed against the fullest extent permitted by law (a) Borrower or any defense arising by reason of other Obligor, to proceed against or exhaust any disability Collateral or to pursue any other defense remedy in such Lender Party's power whatsoever and the right to have the property of the Borrower or any other guarantor, or Obligor first applied to the cessation from any cause whatsoever (including any act or omission discharge of the Lender) Obligations; 3.5.2. all rights and benefits under Section 2809 of the liability California Civil Code and any other Applicable Law purporting to reduce a guarantor's obligations in proportion to the obligation of the Borrower; (b) any defense based on any claim principal or providing that the Guarantor’s obligations exceed 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; 3.5.3. the benefit of any statute of limitations affecting the Obligations or Guarantor’s 's liability hereunder; (d) hereunder and of Section 359.5 of the California Code of Civil Procedure; 3.5.4. any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by any Lender Party, even though that election of remedies, such as nonjudicial foreclosure with respect to the security for a guaranteed obligation, has destroyed such Guarantor's rights of subrogation, and reimbursement against the Borrower by the operation of Section 580d of the California Code of Civil Procedure or otherwise; 3.5.5. any right to require the assert against any Lender to proceed Party any defense (legal or equitable), set-off, counterclaim and other right that such Guarantor may now or any time hereafter have against the Borrower, proceed against Borrower or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiesObligor; 3.5.6. presentment, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 kind; 3.5.7. all defenses that at any time may be available to such Guarantor by virtue of any valuation, stay, moratorium or nature whatsoever other law now or hereafter in effect; 3.5.8. any rights, defenses and other benefits such Guarantor may have by reason of any failure of any Lender Party to comply with respect Applicable Law in connection with the disposition of Collateral; 3.5.9. any rights or defenses the Guarantor may have because the Obligations are secured by real property or an estate for years, including any rights or defenses that are based upon, directly or indirectly, the application of Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or ; and 3.5.10. without limiting the generality of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations foregoing or any instrument or agreement evidencing any Guaranteed Obligationsother provision hereof, or by the existenceEACH GUARANTOR HEREBY WAIVES ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO THE GUARANTOR BY REASON OF SECTIONS 2787 TO 2855, validityINCLUSIVE, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingAND SECTION 3433 OF THE CALIFORNIA CIVIL CODE.

Certain Waivers. The Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Secured Party) of the liability of the BorrowerBorrower or any other Loan Party; (b) any defense based on any claim that the such 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 the such Guarantor’s liability hereunder; (d) any right to require the Lender 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 Lender ‘s power whatsoever and of any defense based upon the doctrines of marshalling of assets or of election of remediesSecured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Lenderany Secured Party; and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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. Notwithstanding the foregoing, each Guarantor agrees that its obligations under and in respect of this guarantee shall not be affected by, and shall remain in full force and effect without regard to, and hereby waives all rights, claims or defenses that it might otherwise have (now or in the future) with respect to each of the following (whether or not such Guarantor has knowledge thereof): (i) the validity or enforceability of this Agreement or any other Loan Document, any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party; (ii) any renewal, extension or acceleration of, or any increase in the amount of the Obligations, or any amendment, supplement, modification or waiver of, or any consent to departure from, the Loan Documents; (iii) any failure or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under any Loan Document, at law, in equity or otherwise) with respect to the Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Obligations; (iv) any change, reorganization or termination of the corporate structure or existence of the Borrower or any other Loan Party or any of their Subsidiaries and any corresponding restructuring of the Obligations; (v) any settlement, compromise, release, or discharge of, or acceptance or refusal of any offer of payment or performance with respect to, or any substitution for, the Obligations, or any subordination of the Obligations to any other obligations; (vi) the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or lien, the release of any or all collateral securing, or purporting to secure, the Obligations or any other impairment of such collateral; (vii) any exercise of remedies with respect to any security for the Obligations (including, without limitation, any collateral, including the Collateral, securing or purporting to secure any of the Obligations) at such time and in such order and in such manner as the Administrative Agent and the Secured Parties may decide and whether or not every aspect thereof is commercially reasonable and whether or not such action constitutes an election of remedies and even if such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy that any Guarantor would otherwise have, and without limiting the generality of the foregoing or any other provisions hereof, each Guarantor hereby expressly waives any and all benefits which might otherwise be available to such Guarantor under applicable Law; and (viii) any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Obligations or which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any Guarantor for the Obligations, or of any such Guarantor under the guarantee contained in this Article X or of any security interest granted by any Guarantor, whether in a proceeding under any Debtor Relief Law or in any other instance (other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid indefeasible payment in full in cashof the Obligations). The Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

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

Certain Waivers. The Each Guarantor waives waives, in each case to the fullest extent permitted by law under any Applicable Law: (a) any defense arising by reason requirement, and any right to require, that any right or power be exercised or any action be taken against the Borrower, any other Guarantor or guarantor or the Collateral or any other collateral for the Guaranteed Obligations; (b) all defenses (other than payment of the Guaranteed Obligations) to, and all setoffs, counterclaims and claims of recoupment against, the Guaranteed Obligations that may at any disability or other defense of time be available to the Borrower or any other Guarantor or guarantor; (i) notice of acceptance of and intention to rely on the Loan Documents, (ii) notice of the making or renewal of any Loans, the cessation from issuance of any cause whatsoever Letters of Credit or other extensions of credit hereunder and of the incurrence or renewal of any other Guaranteed Obligations, (iii) notice of any of the matters referred to in Section 10.07 and (iv) all other notices that may be required by Applicable Law or otherwise to preserve any rights against such Guarantor under the Loan Documents, including any act or omission notice of the Lender) of the liability of the Borrower; default, demand, dishonor, presentment and protest; (bd) any defense based on upon, arising out of or in any way related to (i) any claim that any sale or other disposition of the Collateral or any other collateral for the Guaranteed Obligations was not conducted in a commercially reasonable fashion or that a public sale, should the Guaranteed Parties have elected to so proceed, was, in and of itself, not a commercially reasonable method of sale, (ii) any claim that any election of remedies by the Guaranteed Parties, including the exercise by the Guaranteed Parties of any rights against the Collateral or any other collateral, impaired, reduced, released or otherwise extinguished any right that such Guarantor might otherwise have had against the Borrower, any other Guarantor or any other guarantor or against the Collateral or any other collateral, including any right of subrogation, exoneration, reimbursement or contribution or right to obtain a deficiency judgment, (iii) any claim based upon, arising out of or in any way related to any of the matters referred to in Section 10.07 and (iv) any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed Loan Documents should be strictly construed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remediesParties; and (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; ALL OTHER DEFENSES UNDER APPLICABLE LAW THAT WOULD, BUT FOR THIS CLAUSE (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiese), other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingBE AVAILABLE TO A GUARANTOR OR THIRD PARTY SURETY AS A DEFENSE AGAINST OR A REDUCTION OR LIMITATION OF ITS OBLIGATIONS UNDER THIS ARTICLE 10.

Certain Waivers. The Guarantor Borrower hereby irrevocably and unconditionally waives (i) promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other Loan Document or any other agreement or instrument relating hereto or thereto except to the fullest extent permitted by law otherwise provided herein, (aiii) all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of Borrower’s obligations hereunder and under the other Loan Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving Borrower of any of its obligations hereunder or under the other Loan Documents, (iv) any defense requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Loan or exhaust any right or take any action against Borrower, Guarantor or any other Person or against any collateral for the Loan, (v) any right or claim of right to cause a marshalling of Borrower’s assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of any disability payment by Borrower pursuant hereto or other defense of the Borrower or to any other guarantorLoan Document. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, or the cessation from any cause whatsoever IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (including any act or omission of the LenderW) of the liability of the Borrower; INJUNCTIVE RELIEF, (bX) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; A TRIAL BY JURY, (cY) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND (dZ) any right to require the Lender to proceed against the BorrowerHAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cashACTION OR PROCEEDING. The Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingNOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

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

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

Certain Waivers. The Guarantor Holdings and the US Borrower each waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Guaranteed Party) of the liability of the any Borrower; (b) any defense based on any claim that Holdings’ or the GuarantorUS Borrower’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting Holdings’ or the GuarantorUS Borrower’s liability hereunder; (d) any right to require the Lender to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and of any defense based upon the doctrines of marshalling of assets or of election of remediesGuaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; any Guaranteed Party and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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 . Holdings and the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor US Borrower each expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Each of Holdings and the US Borrower waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be affected by the genuineness, validity, regularity or enforceability construed to mean that any of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, nonabove-perfection or extent referenced provisions of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire California law are in any way relating applicable to any this Guaranty or all of the foregoingObligations.

Certain Waivers. The Each Guarantor waives agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of such Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between or among the Guaranteed Party, Parent or Merger Sub without in any way impairing or affecting the Obligations under this Limited Guaranty or affecting the validity or enforceability of this Limited Guaranty. Each Guarantor agrees that the obligations of such Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure or delay of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (b) any change in the time, place or manner of payment of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any portion of the Obligations; (c) any change in the corporate existence, structure or ownership of Parent, Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (d) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person interested in the transactions contemplated by the Merger Agreement; (e) the existence of any claim, set-off or other right that such Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise (other than those permitted under the last sentence of Section 2 above); (f) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations; (g) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of Parent or Merger Sub with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, or as otherwise agreed in writing between Parent and the Guaranteed Party, or as a result of defenses to the payment of the Obligations that would be available to Parent or Merger Sub under the Merger Agreement) of any person (other than the Guarantors) interested in the transactions contemplated by the Merger Agreement; or (h) any other act or omission that may in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity (other than a discharge of such Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a discharge of Parent or Merger Sub with respect to the Obligations under the Merger Agreement, or as otherwise agreed between Parent and the Guaranteed Party, or as a result of defenses to the payment of the Obligations that would be available to Parent or Merger Sub under the Merger Agreement). To the fullest extent permitted by law (a) law, each Guarantor hereby expressly waives any defense and all rights or defenses arising by reason of any disability law which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guaranty and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Obligations and all other notices of any kind (other than notices required to be provided to Parent and Merger Sub under the Merger Agreement), all defenses that may be available by virtue of any valuation, stay, moratorium Law or other defense of the Borrower similar Law now or any other guarantorhereafter in effect, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the Borrower, proceed against or exhaust marshaling of assets of any security for the Guaranteed Obligations, or pursue any other remedy person interested in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held transactions contemplated by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 ObligationsMerger Agreement, and all notices suretyship defenses generally (other than defenses to the payment of acceptance the Obligations (x) that are available to Parent or Merger Sub under the Merger Agreement, (y) in respect of a material breach by the Guaranteed Party of this Limited Guaranty or (z) in respect of the existence, creation fraud or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability willful misconduct of the Guaranteed Obligations Party or any instrument of its Affiliates in connection with the Limited Guaranty), including, without limitation, any event, condition or agreement evidencing circumstance that might be construed to constitute an equitable or legal discharge of such Guarantor’s obligations hereunder. Each Guarantor acknowledges that he, she or it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of such benefits. Each Guarantor hereby covenants and agrees that it shall not, and shall cause its Related Persons (as defined below) not to, institute any proceeding asserting that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms, subject to (i) the effects of insolvency, bankruptcy, reorganization or other similar proceedings and (ii) general equitable principles (whether considered in a proceeding in equity or at law). The Guaranteed ObligationsParty hereby covenants and agrees that it shall not institute, and shall cause all of its Related Persons not to institute, any proceeding or bring any other claim (whether in tort, contract or otherwise) arising under, or by in connection with, the existenceMerger Agreement or the transactions contemplated thereby against any Guarantor or any Non-Recourse Party (as defined below), validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating except for claims against the Guarantors under this Limited Guaranty (subject to the limitations contained herein). The Guaranteed Obligations which might otherwise constitute a defense Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby, to the extent Parent or Merger Sub is relieved of all or any portion of its payment obligations under the Merger Agreement, the Guarantors shall be similarly relieved of the Guarantor their corresponding obligations under this Limited Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. (a) The Guarantor Company waives to the fullest extent permitted by law law: (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (bi) any defense based on any claim that the GuarantorCompany’s obligations exceed or are more burdensome than those of the any Designated Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (dii) any right to require the any Lender to proceed against the any Designated Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s any Lender’s power whatsoever and any defense based upon the doctrines doctrine of marshalling of assets or of election of remedies; (eiii) any benefit of and any right to participate in any security now or hereafter held by the any Lender; (fiv) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor Company under this Company Guaranty and (gv) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. 123 (b) The Guarantor Company expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Company Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This To the fullest extent permitted by law, this Company Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor Company under this Company Guaranty, and the Guarantor Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Guarantor waives to the fullest extent permitted by law waives: (a) any defense arising by reason requirement, and any right to require, that any right or power be exercised or any action be taken against Cogenex or any collateral for the Guaranteed Obligations; (b) all defenses to, and all setoffs, counterclaims and claims of recoupment against, the Guaranteed Obligations that may at any time be available to Cogenex or the Guarantor; (i) notice of acceptance of and intention to rely hereunder, (ii) notice of the making or renewal of any disability Loans of Cogenex or other defense extensions of credit to Cogenex hereunder and of the Borrower incurrence or renewal of any other guarantorGuaranteed Obligations, (iii) notice of any of the matters referred to in Section 9.06 and (iv) all other notices that may be required by Applicable Law or otherwise to preserve any rights against the cessation from any cause whatsoever (Guarantor hereunder, including any act or omission notice of the Lenderdefault, demand, dishonor, presentment and protest; (d) of the liability of the Borrower; diligence; (be) any defense based on upon, arising out of or in any way related to (i) any claim that any sale or other disposition of any collateral for the Guaranteed Obligations was not conducted in a commercially reasonable fashion or that a public sale, should the Guaranteed Parties have elected so to proceed, was, in and of itself, not a commercially reasonable method of sale, (ii) any claim that any election of remedies by the Guaranteed Parties, including the exercise by the Guaranteed Parties of any rights against any collateral, impaired, reduced, released or otherwise extinguished any right that the Guarantor might otherwise have had against Cogenex or against any collateral, including any right of subrogation, exoneration, reimbursement or contribution or right to obtain a deficiency judgment, (iii) any claim based upon, arising out of or in any way related to any of the matters referred to in Section 9.07 and (iv) any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed Loan Documents should be strictly construed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remediesParties; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and ALL OTHER DEFENSES UNDER ANY APPLICABLE LAW THAT WOULD, BUT FOR THIS CLAUSE (g) 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 suretiesf), other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingBE AVAILABLE TO THE GUARANTOR AS A DEFENSE AGAINST OR A REDUCTION OR LIMITATION OF ITS LIABILITIES AND OBLIGATIONS HEREUNDER.

Certain Waivers. The Each Guarantor waives to the fullest extent permitted by law acknowledges and agrees that (a) any defense arising by reason the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of any disability other security or other defense collateral interests, and without the necessity at any time of having to take recourse against the Borrower Borrowers hereunder or against any other guarantorcollateral securing the Obligations or otherwise, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) it will not assert any right to require the Lender to proceed action first be taken against the Borrowers or any other Person (including any co-guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any Borrower, proceed (ii) with respect to any Law of any jurisdiction or any 187 [Published CUSIP Number: ____] event affecting any term of the obligations of each Guarantor under this Article X or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have and (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Loan Documents or exhaust the other documents and agreements relating to the Obligations or from foreclosing on any security or collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors' obligations hereunder unless as a result thereof, the Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors' obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Guaranteed Obligations, or pursue any other remedy in except through the Lender ‘s power whatsoever exercise of rights of subrogation pursuant to Section 10.02 and any defense based upon through the doctrines exercise of marshalling rights of assets or of election of remedies; (e) any benefit of and any right contribution pursuant to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingSection 10.06.

Certain Waivers. The Guarantor waives to ACAS agrees that the fullest extent permitted obligations of ACAS hereunder shall not be released or discharged, in whole or in part, or otherwise affected by law (a) any defense arising by reason of any disability or other defense the failure of the Borrower Company to assert any claim or demand or to enforce any other guarantor, right or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrowerremedy against Parent; (b) any defense based on change in the time, place or manner of payment of any claim that the Guarantor’s obligations exceed or are more burdensome than those of the BorrowerObligations; (c) the benefit any rescission, waiver, compromise, consolidation or other amendment or modification of any statute of limitations affecting the Guarantor’s liability hereunderterms or provisions of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (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 change in the Lender ‘s power whatsoever and any defense based upon the doctrines corporate existence, structure or ownership of marshalling of assets or of election of remediesParent; (e) any benefit of and any right to participate in any security now insolvency, bankruptcy, reorganization or hereafter held by the Lender; other similar proceeding affecting Parent or, (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting which limit the liability of or exonerating guarantors exonerate ACAS or sureties, sureties (other than pursuant to the defense that Cap), in each case which may conflict with the Guaranteed terms of this Commitment Agreement; (g) the adequacy of any other means the Company may have of obtaining repayment of any of the Obligations; or (h) the existence of any claim or set-off which ACAS or any of its affiliates may have at any time against Parent, Merger Sub or the Company in connection with the Obligations have been fully performed and indefeasibly paid in full in cashor otherwise. The Guarantor To the fullest extent permitted by law, ACAS hereby expressly waives any and all presentmentsrights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. ACAS waives promptness, demands diligence, notice of the acceptance of this Commitment Agreement and of the Obligations, presentment, demand for payment or payment, notice of non-performance, notices of nonpayment or nonperformancedefault, protests, notices of dishonor and protest, notices notice of dishonor any Obligations incurred and all other notices or demands of any kind (except for notices to be provided to Parent and its counsel in accordance with the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or nature whatsoever with respect other similar law now or hereafter in effect, any right to require the Guaranteed Obligationsmarshalling of assets of Parent or any other person interested in the transactions contemplated by the Merger Agreement, and all notices suretyship defenses generally (other than fraud or willful misconduct by the Company or any of acceptance its subsidiaries, defenses to the payment of the Obligations that are available to Parent under the Merger Agreement or breach by the Company of this Guaranty or Commitment Agreement). ACAS acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Commitment Agreement are knowingly made in contemplation of the existence, creation or incurrence of new or additional Guaranteed Obligationssuch benefits. This Guaranty The Company hereby covenants and agrees that it shall not be affected by the genuinenessinstitute, validityand shall cause its respective affiliates not to institute, regularity any proceeding or enforceability of the Guaranteed Obligations or bring any instrument or agreement evidencing any Guaranteed Obligationsother claim arising under, or by in connection with, the existenceMerger Agreement or the transactions contemplated thereby, validityagainst any ACAS or Parent Affiliate (as defined below) except for claims against ACAS under this Commitment Agreement, enforceabilityand ACAS hereby covenants and agrees that it shall not institute, perfectionand shall cause its respective affiliates not to institute, non-perfection any proceeding asserting that this Commitment Agreement is illegal, invalid or extent of any collateral thereforunenforceable in accordance with its terms, or by any fact or circumstance relating subject to the Guaranteed Obligations which might otherwise constitute a defense to the obligations effects of the Guarantor under this Guarantybankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' rights generally, and the Guarantor general equitable principles (whether considered in a proceeding in equity or at law). ACAS hereby unconditionally and irrevocably waives agrees not to exercise any defenses rights that it may now have or hereafter acquire against Parent that arise from the existence, payment, performance, or enforcement of ACAS’s Obligations under or in respect of this Commitment Agreement or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any way relating claim or remedy of the Company against Parent or such other person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the foregoingObligations and all other amounts payable under this Commitment Agreement shall have been paid in full in cash. If any amount shall be paid to ACAS in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and all other amounts payable under this Commitment Agreement, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of ACAS and shall forthwith be paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Commitment Agreement, in accordance with the terms of the Merger Agreement.

Certain Waivers. The Guarantor waives agrees not to the fullest extent permitted by law assert or take advantage of: (a) any defense arising right to require any Beneficiary to institute suit against Seller or exhaust any security held by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; such Beneficiary before proceeding against Guarantor; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those may arise by reason of the Borrower; incapacity, lack of authority, death or disability of any other person or the failure of any Beneficiary to file or enforce a claim against the estate (in administration, bankruptcy or any other similar proceeding) of any other person; (c) the benefit demand, presentment, protest and notice of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the Borrowerkind, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 including without limitation notice of the existence, creation or incurrence incurring of any new or additional Guaranteed Obligationsobligation or of any action or non-action on the part of Seller or any Beneficiary (other than a breach by such Beneficiary of any of its obligations under the Purchase Agreement); (d) any defense based upon an election of remedies by any Beneficiary which destroys or otherwise impairs the subrogation rights of Guarantor, the right of Guarantor to proceed against Seller for reimbursement, or both; (e) any duty on the part of any Beneficiary to disclose to Guarantor any facts such Beneficiary may now or hereafter know about Seller, regardless of whether such Beneficiary has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume, or has reason to believe that such facts are unknown to Guarantor, or has a reasonable opportunity to communicate such facts to Guarantor, since Guarantor acknowledges that Guarantor is fully responsible for being and keeping informed of the financial condition of Seller and of all circumstances bearing on the risk of non-payment of any Obligations hereby guaranteed; (f) any defense arising because of any Beneficiary’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based upon any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Guarantor hereby unconditionally and irrevocably further waives (i) any right to require any Beneficiary to proceed against Guarantor or any other person or any security now or later held by any Beneficiary or to pursue any other remedy whatsoever, including any such right or any other right set forth in California Civil Code Section 2845 or Section 2850; (ii) all rights of subrogation, reimbursement, indemnity, contribution, any other rights that may become available to Guarantor under California Civil Code Sections 2787–2856, inclusive, all rights to enforce any remedy that any Beneficiary may have against Guarantor or any other person, and all rights to participate in any security held by any Beneficiary for the indebtedness secured hereby, including any such right or any other right set forth in California Civil Code Section 1845, Section 2848, or Section 2849, until the indebtedness secured hereby has been performed in full, and any defense based on the impairment of any subrogation rights that Guarantor may have; (iii) any defense to recovery by any Beneficiary of a deficiency after a nonjudicial sale of real or personal property, any defense based on the unavailability to any Beneficiary of recovery of a deficiency judgment after nonjudicial sale of real or personal property, and any defense based on or arising from California Code of Civil Procedure Section 580a, Section 580b, Section 580d, or Section 726 (including any fair value limitations under Section 726 of that Code) or based on or arising from Division 9 or any other applicable division of the California Commercial Code; (iv) any defense based on California Civil Code Section 2809; Guarantor hereby unconditionally and irrevocably further waives all rights and defenses that Guarantor may have because Guarantor’s obligations and debt are secured by real property. This Guaranty shall not means, among other things, that (i) any Beneficiary may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by any person; and (ii) if any Beneficiary forecloses on any real property collateral, then (1) the amount of the debt may be affected reduced only by the genuinenessprice for which that collateral is sold at the foreclosure sale, validityeven if the collateral is worth more than the sale price, regularity or enforceability and (2) any Beneficiary may collect from Guarantor even if such Beneficiary, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from any other person. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Guaranteed Obligations are secured by real property. These rights and defenses include any rights or any instrument or agreement evidencing any Guaranteed Obligationsdefenses based on California Code of Civil Procedure Sections 580a, 580b, 580d, or 726. Without limiting the foregoing, (i) Guarantor waives all rights and defenses arising out of an election of remedies by any Beneficiary, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against the principal by the existence, validity, enforceability, perfection, non-perfection or extent operation of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations Section 580d of the California Code of Civil Procedure or otherwise; and (ii) Guarantor under this Guarantyhereby unconditionally and irrevocably further waives and relinquishes, and the Guarantor hereby irrevocably waives any agrees not to assert or take advantage of, all rights, defenses it may now have or hereafter acquire in any way relating to any benefits arising directly or all indirectly under 2899 and 3433 of the foregoingCalifornia Civil Code, and all other rights and remedies of sureties or guarantors under California law.

Certain Waivers. The Guarantor waives (a) Each Pledgor waives, to the fullest extent permitted by law, (i) any right of redemption with respect to the Pledged Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling of the Pledged Collateral or other collateral or security for the Secured Obligations; (ii) any right to require any Lender Party (A) to proceed against any Person, (B) to exhaust any other collateral or security for any of the Secured Obligations, (C) to pursue any remedy in any Lender Party’s power, or (D) to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Pledged Collateral, except as expressly provided herein or by any other Loan Document; and (iii) all claims, damages, and demands against any Lender Party arising out of the repossession, retention, sale or application of the proceeds of any sale of the Pledged Collateral, except for any claims arising out of such Lender Party’s gross negligence, bad faith or willful misconduct. (b) Each Pledgor waives any right it may have to require the Administrative Agent to pursue any third person for any of the Secured Obligations. The Administrative Agent may comply with any applicable state or federal law requirements in connection with a disposition of the Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Pledged Collateral. The Administrative Agent may sell the Pledged Collateral without giving any warranties as to the Pledged Collateral. The Administrative Agent may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Pledged Collateral. If the Administrative Agent sells any of the Pledged Collateral upon credit, the Pledgors will be credited only with payments actually made by the purchaser, received by the Administrative Agent and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Pledged Collateral, the Administrative Agent may resell the Pledged Collateral and the Pledgors shall be credited with the proceeds of the sale. (ac) Each Pledgor agrees that at any time and from time to time, without notice to or the consent of such Pledgor, without incurring responsibility to such Pledgor, and without impairing or releasing the security interests provided for herein or otherwise impairing the rights of the Administrative Agent hereunder, all as the Lender Parties may deem advisable: (i) the principal amount of the Secured Obligations may be increased or decreased and additional indebtedness or obligations of the Borrower, or obligations of any other Loan Party, under the Loan Documents may be incurred, by one or more amendments, modifications, renewals or extensions or otherwise; (ii) the time, manner, place or terms of any payment under the Loan Documents may be extended or changed, including by an increase or decrease in the interest rate on the Loan Documents or any fee or other amount payable under the Loan Documents, by an amendment, modification or renewal of the Loan Documents or otherwise; (iii) the time for the Borrower’s, or any other Loan Party’s, performance of or compliance with any term, covenant or agreement on its part to be performed or observed under the Loan Documents may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to, all in such manner and upon such terms as the Lender Parties may deem proper; (iv) the Lender Parties may discharge or release, in whole or in part, any Guarantor or any other Person liable for the payment and performance of all or any part of the Secured Obligations, and may permit or consent to any such action or any result of such action, and shall not be obligated to demand or enforce payment upon any of the Secured Obligations, nor shall any of the Lender Parties be liable to any Pledgor for any failure to collect or enforce payment of the Secured Obligations or to realize on any other collateral therefor; (v) in addition to the Pledged Collateral, the Lender Parties may take and hold other security (legal or equitable) of any kind, at any time, as collateral for the Secured Obligations, and may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such security and may permit or consent to any such action or the result of any such action, and may apply such security and direct the order or manner of sale thereof; (vi) the Lender Parties may request and accept any guaranties of the Secured Obligations and may, from time to time, in whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any such action or the result of any such action; and (vii) the Lender Parties may exercise, or waive or otherwise refrain from exercising, any other right, remedy, power or privilege (including the right to accelerate the maturity of the Loan Documents and any power of sale) granted by the Loan Documents or other security document or agreement, or otherwise available to the Lender Parties, with respect to the Secured Obligations, any of the Pledged Collateral or other security for any or all of the Secured Obligations, even if the exercise of such right, remedy, power or privilege affects or eliminates any right of subrogation or any other right of any Pledgor against the Borrower or any other Person. (d) To the extent permitted by applicable law, each Pledgor waives and agrees not to assert: (i) any right to require the Lender Parties to proceed against the Borrower, any other Loan Party or any other Person, to proceed against or exhaust any other security held for the Secured Obligations or to pursue any other right, remedy, power or privilege of the Lender Parties whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Secured Obligations; (iii) any defense arising by reason of any disability lack of corporate or other authority or any other defense of the Borrower Borrower, such Pledgor, any Loan Party or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the BorrowerPerson; (biv) any defense based on any claim that upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the Guarantor’s obligations exceed subrogation rights of such Pledgor or are more burdensome than those the right of the Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Lender such Pledgor to proceed against the Borrower, proceed against and Loan Party or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in obligor of the Lender ‘s power whatsoever Secured Obligations for reimbursement; and any defense based upon (v) without limiting the doctrines generality of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related foregoing, to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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 suretiessureties or which may conflict with the terms of this Agreement, other than that of prior performance or payment in full. (e) All rights of the defense Administrative Agent hereunder, and the obligations of each Pledgor hereunder and the Lien created hereby, shall remain in full force and effect without regard to, and shall not be impaired or affected by, (i) any insolvency or bankruptcy, liquidation, winding up or dissolution of the Borrower, such Pledgor, any other Loan Party or any other Person; (ii) any limitation, discharge, or cessation of the liability of the Borrower, such Pledgor, any other Loan Party or any other Person for any Secured Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Secured Obligations or the Loan Documents; (iii) any assignment or other transfer, in whole or in part, of any Lender Party’s interests in and rights hereunder or in respect of the Loan Documents; (iv) any claim, defense, counterclaim or setoff, other than that of prior performance or payment in full, that the Guaranteed Borrower, any Pledgor, any other Loan Party or any other Person may have or assert; or (v) any Lender Party’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or insolvency case related to the Secured Obligations. (f) Each Pledgor waives any and all notice of the creation, renewal, modification, extension or accrual of the Secured Obligations. The Secured Obligations shall conclusively be deemed to have been fully performed created, contracted, incurred and indefeasibly paid permitted to exist in full in cashreliance upon this Agreement. The Guarantor expressly Each Pledgor waives all presentmentspromptness, demands for payment or performancediligence, notices of nonpayment or nonperformancepresentment, protests, notices of protest, notices demand for payment, notice of default, dishonor or nonpayment and all other notices to or demands of upon the Borrower, such Pledgor, any kind other Loan Party or nature whatsoever any other Person with respect to the Guaranteed Secured Obligations, and all notices of acceptance of this Guaranty except as otherwise expressly provided herein or in the Credit Agreement. (g) No Pledgor shall have any right to require any Lender Party to obtain or disclose any information with respect to: (i) the financial condition or character of the existence, creation Borrower or incurrence of new any other Loan Party or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability ability of the Guaranteed Obligations Borrower or any instrument or agreement evidencing any Guaranteed other Loan Party to pay and perform the Secured Obligations, or by ; (ii) the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to Secured Obligations; (iii) other security for any or all of the foregoingSecured Obligations; (iv) the existence or nonexistence of any guaranties (including any Guaranty) of all or any part of the Secured Obligations; (v) any action or inaction on the part of any Lender Party or any other Person; or (vi) any other matter, fact or occurrence whatsoever. (h) Until the Secured Obligations shall be Paid in Full, no Pledgor shall have, and no Pledgor shall directly or indirectly exercise, (A) any rights that it may acquire by way of subrogation under or in respect of this Agreement or otherwise, or (B) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this Agreement.

Certain Waivers. The Guarantor waives to ACAS agrees that the fullest extent permitted obligations of ACAS hereunder shall not be released or discharged, in whole or in part, or otherwise affected by law (a) any defense arising by reason of any disability or other defense the failure of the Borrower Company to assert any claim or demand or to enforce any other guarantor, right or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrowerremedy against Parent; (b) any defense based on change in the time, place or manner of payment of any claim that the Guarantor’s obligations exceed or are more burdensome than those of the BorrowerObligations; (c) the benefit any rescission, waiver, compromise, consolidation or other amendment or modification of any statute of limitations affecting the Guarantor’s liability hereunderterms or provisions of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (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 change in the Lender ‘s power whatsoever and any defense based upon the doctrines corporate existence, structure or ownership of marshalling of assets or of election of remediesParent; (e) any benefit of and any right to participate in any security now insolvency, bankruptcy, reorganization or hereafter held by the Lender; other similar proceeding affecting Parent or, (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting which limit the liability of or exonerating guarantors exonerate ACAS or sureties, sureties (other than pursuant to the defense that Cap), in each case which may conflict with the Guaranteed terms of this Commitment Agreement; (g) the adequacy of any other means the Company may have of obtaining repayment of any of the Obligations; or (h) the existence of any claim or set-off which ACAS or any of its affiliates may have at any time against Parent, Merger Sub or the Company in connection with the Obligations have been fully performed and indefeasibly paid in full in cashor otherwise. The Guarantor To the fullest extent permitted by law, ACAS hereby expressly waives any and all presentmentsrights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. ACAS waives promptness, demands diligence, notice of the acceptance of this Commitment Agreement and of the Obligations, presentment, demand for payment or payment, notice of non-performance, notices of nonpayment or nonperformancedefault, protests, notices of dishonor and protest, notices notice of dishonor any Obligations incurred and all other notices or demands of any kind (except for notices to be provided to Parent and its counsel in accordance with the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or nature whatsoever with respect other similar law now or hereafter in effect, any right to require the Guaranteed Obligationsmarshalling of assets of Parent or any other person interested in the transactions contemplated by the Merger Agreement, and all notices suretyship defenses generally (other than fraud or willful misconduct by the Company or any of acceptance its subsidiaries, defenses to the payment of the Obligations that are available to Parent under the Merger Agreement or breach by the Company of this Guaranty or Commitment Agreement). ACAS acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Commitment Agreement are knowingly made in contemplation of the existence, creation or incurrence of new or additional Guaranteed Obligationssuch benefits. This Guaranty The Company hereby covenants and agrees that it shall not be affected by the genuinenessinstitute, validityand shall cause its respective affiliates not to institute, regularity any proceeding or enforceability of the Guaranteed Obligations or bring any instrument or agreement evidencing any Guaranteed Obligationsother claim arising under, or by in connection with, the existenceMerger Agreement or the transactions contemplated thereby, validityagainst any ACAS or Parent Affiliate (as defined below) except for claims against ACAS under this Commitment Agreement, enforceabilityand ACAS hereby covenants and agrees that it shall not institute, perfectionand shall cause its respective affiliates not to institute, non-perfection any proceeding asserting that this Commitment Agreement is illegal, invalid or extent of any collateral thereforunenforceable in accordance with its terms, or by any fact or circumstance relating subject to the Guaranteed Obligations which might otherwise constitute a defense to the obligations effects of the Guarantor under this Guarantybankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and the Guarantor general equitable principles (whether considered in a proceeding in equity or at law). ACAS hereby unconditionally and irrevocably waives agrees not to exercise any defenses rights that it may now have or hereafter acquire against Parent that arise from the existence, payment, performance, or enforcement of ACAS’s Obligations under or in respect of this Commitment Agreement or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any way relating claim or remedy of the Company against Parent or such other person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the foregoingObligations and all other amounts payable under this Commitment Agreement shall have been paid in full in cash. If any amount shall be paid to ACAS in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and all other amounts payable under this Commitment Agreement, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of ACAS and shall forthwith be paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Commitment Agreement, in accordance with the terms of the Merger Agreement.

Certain Waivers. The (a) Holdings and each Subsidiary Guarantor waives waives, to the fullest extent permitted by law law, (ai) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Lender Party) of the liability of the Borrower; (bii) any defense based on any claim that the Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (ciii) the benefit of any statute of limitations affecting the Holdings’ or any Subsidiary Guarantor’s liability hereunder; (div) any right to require the any Lender Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remediesParty whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by the Lenderany Lender Party; and (fvi) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) fullest extent permitted by law, any and all other defenses (other than a defense of Payment in Full) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed . Holdings and indefeasibly paid in full in cash. The each Subsidiary Guarantor expressly waives waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by , except as otherwise expressly set forth in this Agreement. (b) Holdings and each Subsidiary Guarantor agrees that its obligations hereunder are absolute and unconditional, irrespective of (i) the genuineness, validity, regularity regularity, enforceability, subordination or enforceability any future modification of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement to which Borrower or other Loan Party is or may become a party or be bound; (ii) the absence of any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of any kind by Administrative Agent or any Lender with respect thereto; (iii) the Guaranteed existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guarantee for the Obligations or any instrument or agreement evidencing any Guaranteed Obligationsaction, or by the existence, validity, enforceability, perfection, non-perfection or extent absence of any collateral thereforaction, by Administrative Agent or any Lender in respect thereof (including the release of any security or guarantee); (iv) the insolvency of Borrower or any other Loan Party; (v) any election by Administrative Agent or any fact Lender in proceeding under Debtor Relief Laws for the application of Section 1111(b)(2) of the Bankruptcy Code; (vi) any borrowing or circumstance relating to grant of a Lien by Borrower or other Loan Party, as debtor-in-possession under Section 364 of the Guaranteed Bankruptcy Code or otherwise; (vii) the disallowance of any claims of Administrative Agent or any Lender against Borrower for the repayment of any Obligations which under Section 502 of the Bankruptcy Code or otherwise; or (viii) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except defense of payment. (c) Holdings and each Subsidiary Guarantor expressly waives, to the obligations fullest extent permitted by law, all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Administrative Agent or Lenders to marshal assets or to proceed against Borrower, or any other Person or security for the payment or performance of any Obligations before, or as a condition to, proceeding against Holdings or such Subsidiary Guarantor. Holdings and each Subsidiary Guarantor waives, to the fullest extent permitted by law, all defenses available to a surety, guarantor or accommodation co-obligor other than defense of payment. It is agreed among Holdings and each Subsidiary Guarantor, Administrative Agent and Lenders that the provisions of this Article XI are essential to the transaction contemplated by the Loan Documents and that, but for such provisions, Administrative Agent and Lenders would decline to make Loans and issue Letters of Credit. Holdings and each Subsidiary Guarantor acknowledges that its guarantee pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected to benefit such business. (d) Administrative Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral by judicial foreclosure or non-judicial sale or enforcement, without affecting any rights and remedies under this Article XI. If, in taking any action in connection with the exercise of any rights or remedies, Administrative Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Loan Party or other Person, whether because of any applicable Laws pertaining to “election of remedies” or otherwise, Holdings and each Subsidiary Guarantor consents to such action and waives any claim based upon it, even if the action may result in loss of any rights of subrogation that Holdings or any Subsidiary Guarantor might otherwise have had. Any election of remedies that results in denial or impairment of the Guarantor under this Guaranty, right of Administrative Agent or any Lender to seek a deficiency judgment against Borrower shall not impair Holdings’ and each Subsidiary Guarantor’s obligation to pay the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all full amount of the foregoingObligations.

Certain Waivers. The Guarantor waives and agrees not to assert: (i) any right to require any of the fullest extent permitted by law Guaranteed Parties to marshal assets in favor of the Borrower, the Guarantor, any other guarantor or any other Person, to proceed against the Borrower, any other guarantor or any other Person, to proceed against or exhaust any of the Collateral, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any other provisions of Section 9-504 of the New York UCC (aor any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of the Guaranteed Parties 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, the Guarantor or any other Person; (iv) any defense based upon the Guaranteed Parties' or any Lender's errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission obligor of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting 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 whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense for reimbursement; and (vii) without limiting the generality of the foregoing, to the obligations of the Guarantor under this Guaranty and (g) 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 or which may conflict with the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives all presentmentsterms of this Guaranty, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor including any and all other notices or demands of any kind or nature whatsoever with respect benefits that otherwise might be available to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this GuarantyNew York Laws. This means, and among other things: (A) the Guaranteed Parties may collect from the Guarantor hereby irrevocably waives without first foreclosing on any defenses it may now have real or hereafter acquire in personal property collateral pledged by the Borrower; and (B) if the Guaranteed Parties forecloses on any way relating to any or all of real property collateral pledged by the foregoing.Borrower:

Certain Waivers. The Guarantor Each Credit Party hereby irrevocably and unconditionally waives (i) promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other Credit Document or any other agreement or instrument relating hereto or thereto except to the fullest extent permitted by law otherwise provided herein, (aiii) all other notices, demands and protests, and all other formalities of every kind, in connection with the enforcement of a Credit Party’s obligations hereunder and under the other Credit Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving any Credit Party of any of its obligations hereunder or under the other Credit Documents, (iv) any defense requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Obligations or exhaust any right or take any action against Borrower, any other Credit Party, Guarantor or any other Person or against any collateral for the Obligations, (v) any right or claim of right to cause a marshalling of Borrower’s assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of any disability payment by Borrower pursuant hereto or other defense of the Borrower or pursuant to any other guarantorCredit Document. EACH CREDIT PARTY FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, or the cessation from any cause whatsoever IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE OTHER CREDIT DOCUMENTS OR OTHERWISE IN RESPECT OF THE LOANS OR THE CREDIT FACILITY, ANY AND EVERY RIGHT SUCH CREDIT PARTY MAY HAVE TO (including any act or omission of the LenderW) of the liability of the Borrower; INJUNCTIVE RELIEF, (bX) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; A TRIAL BY JURY, (cY) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND/OR (dZ) any right to require the Lender to proceed against the BorrowerHAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cashACTION OR PROCEEDING. The Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingNOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

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

Certain Waivers. The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower Company or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Holders) of the liability of the BorrowerCompany other than indefeasible payment and performance in full of the Guaranteed Obligations; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the BorrowerCompany; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Lender any Holders to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, Company or pursue any other remedy in the Lender ‘s any Holder’s power whatsoever whatsoever; and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This The Guarantor waives any rights and defenses that are or may become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty that pertain to California law are included solely out of an abundance of caution and shall not be affected by the genuineness, validity, regularity or enforceability construed to mean that any of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent above referenced provisions of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire California law are in any way relating applicable to any this Guaranty or all of the foregoingGuaranteed Obligations.

Certain Waivers. The Each Guarantor hereby waives to the fullest maximum extent permitted by law Governing Law, for the benefit of the Holders: (a) any right to require the Holders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) proceed against or exhaust any security held from the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Holders in favor of the Issuer or any other Person, or (iv) pursue any other remedy in the power of the Holders whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Issuer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any other guarantor, agreement or instrument relating thereto or by reason of the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the BorrowerIssuer from any cause other than payment in full of the Obligations; (bc) any defense based on upon any claim statute or rule of law which provides that the Guarantor’s obligations exceed or are obligation of a surety must be neither larger in amount nor in other respects more burdensome than those that of the Borrowerprincipal; (cd) any defense based upon the Holders' errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor's liability hereunder or the Guarantor’s liability hereunderenforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Holders protect, secure, perfect or insure any security interest or lien or any property subject thereto; (df) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any right action or inaction, including acceptance of this Guaranty, notices of default under this Agreement or the Note or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to require the Lender Issuer and notices of any of the matters referred to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of preceding paragraph and any right to participate in consent to any security now or hereafter held by the Lenderthereof; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting which limit the liability of or exonerating exonerate guarantors or sureties, other than or which may conflict with the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 terms of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Guarantor Each Credit Party hereby irrevocably and unconditionally waives (i) promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other Credit Document or any other agreement or instrument relating hereto or thereto except to the fullest extent permitted by law otherwise provided herein, (aiii) all other notices, demands and protests, and all other formalities of every kind, in connection with the enforcement of a Credit Party's obligations hereunder and under the other Credit Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving any Credit Party of any of its obligations hereunder or under the other Credit Documents, (iv) any defense requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Obligations or exhaust any right or take any action against Borrower, any other Credit Party, Guarantor or any other Person or against any collateral for the Obligations, (v) any right or claim of right to cause a marshalling of Borrower's assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of any disability payment by Borrower pursuant hereto or other defense of the Borrower or pursuant to any other guarantorCredit Document. EACH CREDIT PARTY FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, or the cessation from any cause whatsoever IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE OTHER CREDIT DOCUMENTS OR OTHERWISE IN RESPECT OF THE LOANS OR THE CREDIT FACILITY, ANY AND EVERY RIGHT SUCH CREDIT PARTY MAY HAVE TO (including any act or omission of the LenderW) of the liability of the Borrower; INJUNCTIVE RELIEF, (bX) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; A TRIAL BY JURY, (cY) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND/OR (dZ) any right to require the Lender to proceed against the BorrowerHAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cashACTION OR PROCEEDING. The Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingNOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

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

Certain Waivers. The Guarantor waives to the fullest extent permitted by law (a) Each Guarantor waives: (i) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Secured Party) of the liability of the BorrowerBorrower or any other Loan Party; (bii) any defense based on any claim that the such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (ciii) the benefit of any statute of limitations affecting the any Guarantor’s liability hereunder; (div) any right to require the Lender to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Total Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and of any defense based upon the doctrines of marshalling of assets or of election of remediesSecured Party whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by the Lenderany Secured Party; and (fvi) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Laws limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The 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 Total Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Total Obligations. This Guaranty shall . (b) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH GUARANTOR HEREBY WAIVES, TO THE MAXIMUM EXTENT SUCH WAIVER IS PERMITTED BY LAW, ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE §§ 2787, 2799, 2808, 2815, 2819, 2820, 2821, 2822, 2838, 2839, 2847, 2848, AND 2855, CALIFORNIA CODE OF CIVIL PROCEDURE §§ 580A, 580B, 580C, 580D, AND 726, AND CHAPTER 2 OF TITLE 14 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR LAWS OF ANY OTHER APPLICABLE JURISDICTION. (c) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH GUARANTOR WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY AGENT OR ITS AFFILIATES, EVEN THOUGH SUCH ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH GUARANTOR’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST BORROWER BY THE OPERATION OF APPLICABLE LAW INCLUDING §580D OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR ANY SIMILAR LAWS OF ANY OTHER APPLICABLE JURISDICTION. (d) Without limiting the generality of any other waiver or other provision set forth in this Agreement, each Guarantor hereby also agrees to the following waivers (to the extent permitted under Applicable Law): (1) Administrative Agent’s right to enforce this Agreement is absolute and is not be affected by contingent upon the genuineness, validity, regularity validity or enforceability of the Guaranteed Total Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Loan Documents. Each Guarantor under this Guaranty, waives all benefits and the Guarantor hereby irrevocably waives any defenses it may now have under California Civil Code Section 2810 or hereafter acquire any similar laws in any other applicable jurisdiction and agrees that Administrative Agent’s rights under this Agreement shall be enforceable even if Borrower had no liability at the time of execution of the Loan Documents or the Total Obligations are unenforceable in whole or in part, or Borrower ceases to be liable with respect to all or any portion of the Total Obligations. (2) Each Guarantor waives all benefits and defenses it may have under California Civil Code Section 2809 or any similar laws in any other applicable jurisdiction with respect to its obligations under this Agreement and agrees that Administrative Agent’s rights under the Loan Documents will remain enforceable even if the amount secured by the Loan Documents is larger in amount and more burdensome than that for which Borrower is responsible. The enforceability of this Agreement against such Guarantor shall continue until payment in full of the Total Obligations and shall not be limited or affected in any way relating by any impairment or any diminution or loss of value of any security or collateral for Borrower’s obligations under the Loan Documents, from whatever cause, the failure of any security interest in any such security or collateral or any disability or other defense of Borrower, any other guarantor of Borrower’s obligations under any other Loan Document, any pledgor of collateral for any person’s obligations to Administrative Agent or any other person in connection with the Loan Documents. (3) Each Guarantor waives all benefits and defenses it may have under California Civil Code §§ 2845, 2849 and 2850 or all any similar laws of any other applicable jurisdiction with respect to its obligations under this Agreement, including the foregoingright to require Agent to (A) proceed against Borrower, any guarantor of Borrower’s obligations under any Loan Document, any other pledgor of collateral for any person’s obligations to Agent or any other person in connection with the Total Obligations, (B) proceed against or exhaust any other security or collateral Administrative Agent may hold, or (C) pursue any other right or remedy for any Guarantor’s benefit, and agrees that Administrative Agent may exercise its right under this Agreement without taking any action against Borrower, any other guarantor of Borrower’s obligations under the Loan Documents, any pledgor of collateral for any person’s obligations to Administrative Agent or any other person in connection with the Total Obligations, and without proceeding against or exhausting any security or collateral Agent holds.

Certain Waivers. The Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of the fullest extent permitted by law Borrowers, the Guarantor, any other Loan Document Party or any other Person, to proceed against any Borrower, any other Loan Document Party or any other Person, to proceed against or exhaust any of the Collateral or any other collateral securing the Guaranteed Obligations, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any other provisions of §9611 of the California UCC (aor 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 any Borrower, the Borrower Guarantor, any other Loan Document Party or any other guarantor, or the cessation from any cause whatsoever Person; (including any act or omission of the Lender) of the liability of the Borrower; (biv) any defense based on upon any claim that Guaranteed Party’s errors or omissions in the Guarantor’s obligations exceed or are more burdensome than those administration of the Borrower; (c) the benefit of any statute of limitations affecting 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 ; (v) any other remedy in the Lender ‘s power whatsoever rights to set-offs and counterclaims; (vi) any defense based upon the doctrines of marshalling of assets or of an election of remedies; remedies (eincluding, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against any benefit Borrower, any other Loan Document Party or any other obligor of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense for reimbursement; and (vii) without limiting the generality of the foregoing, to the obligations of the Guarantor under this Guaranty and (g) 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 or which may conflict with the defense that terms of this Guaranty, including any rights and defenses available to the Guaranteed Obligations have been fully performed Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code and indefeasibly paid in full in cash. The Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor any and all other notices or demands of any kind or nature whatsoever with respect benefits that otherwise might be available to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this GuarantyCalifornia Civil Code §§1432, 2809, 2810, 2815, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, the Guarantor waives all rights and defenses that the Guarantor may have because any Borrower’s debt is or may be secured by real property. This means, among other things: (A) the Guaranteed Parties may collect from the Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrowers; and (B) if the Administrative Agent forecloses on any real property collateral pledged by the Borrowers: (1) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (2) the Guaranteed Parties may collect from the Guarantor hereby irrevocably waives even if the Administrative Agent, by foreclosing on the real property collateral, has destroyed any right the Guarantor may have to collect from any Borrower. This is an unconditional and irrevocable waiver of any rights and defenses it the Guarantor may now have because any Borrower’s debt is or hereafter acquire in may be secured by real property. These rights and defenses include, but are not limited to, any way relating to any rights of defenses based upon Section 580a, 580b, 580d or all 726 of the foregoingCalifornia Code of Civil Procedure.

Certain Waivers. The Except to the extent expressly required by the provisions of the Loan Documents, Guarantor waives waives, to the fullest extent permitted by law the provisions of applicable law, all of the following (including, without limitation, all defenses, counterclaims and other rights of any nature based upon any of the following): (a) any defense arising by reason presentment, demand for payment and protest of nonpayment of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting 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 whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 notice of protest, dishonor or nonperformance; (b) notice of acceptance of this Guaranty and notice that credit has been extended in reliance on Guarantor’s guaranty of the Guaranteed Obligations; (c) notice of any default under the Reimbursement Agreement or of any inability to enforce performance of the existence, creation obligations of Borrower or incurrence of new any other Person with respect to any Loan Document or additional notice of any acceleration of maturity of any Guaranteed Obligations. This Guaranty shall not be affected by ; (d) demand for performance or observance of, and any enforcement of any provision of, the genuinenessReimbursement Agreement, validity, regularity any other Loan Document or enforceability the Guaranteed Obligations or any pursuit or exhaustion of rights or remedies against Borrower or any other Person in respect of the Guaranteed Obligations or any instrument requirement of diligence or agreement evidencing promptness on the part of Lender in connection with any of the foregoing; (e) any act or omission on the part of Lender which may impair or prejudice the rights of Guarantor, including, without limitation, rights to obtain subrogation, exoneration, contribution, indemnification or any other reimbursement from Borrower or any other Person, or otherwise operate as a deemed release or discharge; (f) any statute of limitations or any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than the obligation of the principal; (g) any “single action” or “anti-deficiency” law which would otherwise prevent Lender from bringing any action, including, without limitation, any claim for a deficiency, against Guarantor before or after the commencement or completion of any foreclosure action, whether judicially, by exercise of power of sale or otherwise, or any other law which would otherwise require any election of remedies by Lender; (h) any merger, consolidation or amalgamation of Borrower (if Borrower is not a natural person) into or with any other Person, or any sale, lease or transfer of any of the assets of Borrower to any other Person, or any other change of form, structure, or status under any law in respect of Borrower or any change in the interests in Borrower; (i) any increase in principal amount of, or extension of the time for payment of the principal of or interest on, any Guaranteed Obligation; (j) all demands and notices of every kind with respect to the foregoing; and (k) to the extent not referred to above, all defenses (other than payment) which Borrower may now or hereafter have to the payment of the Guaranteed Obligations, or together with all suretyship defenses, which could otherwise be asserted by Guarantor. Guarantor represents that Guarantor has obtained the existence, validity, enforceability, perfection, non-perfection or extent advice of any collateral therefor, or by any fact or circumstance relating counsel as to the Guaranteed Obligations extent to which might otherwise constitute a defense suretyship and other defenses may be available to Guarantor with respect to the obligations of Guarantor hereunder in the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all absence of the foregoingwaivers contained in this Section 3.

Certain Waivers. The Each Guarantor waives to the fullest extent permitted by law acknowledges and agrees that (a) any defense arising by reason the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of any disability other security or collateral interests, and without the necessity at any time of having to take recourse against the Borrower hereunder or against any collateral securing the Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrower or any other Person (including any co-guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of the Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Article XI or (iii) as a result or related to any other circumstance that might constitute a defense of the Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) it will not assert any right to require the Lender to proceed claims or set-off rights that such Guarantor may have and (e) nothing contained herein shall prevent or limit action being taken against the BorrowerBorrower hereunder, proceed against under the other Loan Documents or exhaust the other documents and agreements relating to the Obligations or from foreclosing on any security or collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrower nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Guaranteed Obligations, or pursue any other remedy in except through the Lender ‘s power whatsoever exercise of rights of subrogation pursuant to Section 11.02 and any defense based upon through the doctrines exercise of marshalling rights of assets or of election of remedies; (e) any benefit of and any right contribution pursuant to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingSection 11.06.

Certain Waivers. The Guarantor waives to To the fullest extent permitted by law applicable Laws, the Guarantor waives (a) any defense arising by reason of any disability or other similar defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the any Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Lender any Secured Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s Secured Parties’ power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedieswhatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the LenderSecured Parties; and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties, in each case, other than the (i) a defense that the Guaranteed Obligations have been fully performed and indefeasibly paid of payment or performance in full in cashof the Obligations (other than contingent indemnification or expense reimbursement obligations for which no claim has been made) or (ii) any defense arising as a result of any action or inaction on the part of the Administrative Agent or any Lender constituting gross negligence or willful misconduct. The Subject to the immediately preceding paragraph and to the extent permitted by applicable Laws, the Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected For purposes of this paragraph only, references to the “principal” include each of the Parent and Kofax Switzerland and references to the “creditor” include each Secured Party. In accordance with Section 2856 of the California Civil Code, the Guarantor waives all rights and defenses (i) available to the Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the genuinenessCalifornia Civil Code, validityincluding all rights or defenses the Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, regularity or enforceability to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in either case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any instrument or agreement evidencing obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed the Guarantor’s right of subrogation and reimbursement against the principal (or such other guarantor) by the existence, validity, enforceability, perfection, non-perfection operation of Section 580d of the California Code of Civil Procedure or extent otherwise. No other provision of this Guaranty shall be construed as limiting the generality of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under covenants and waivers set forth in this Guarantyparagraph. As provided below, this Agreement shall be governed by, and shall be construed and enforced in accordance with the Guarantor hereby irrevocably waives laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any defenses it may now have or hereafter acquire of the above-referenced provisions of California law are in any way relating applicable to this Guaranty or to any or all of the foregoingGuaranteed Obligations.

Certain Waivers. The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower Company or any other guarantorGuarantor (other than that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash), or the cessation from any cause whatsoever (including any act or omission of the LenderAgent) of the liability of the BorrowerCompany; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the BorrowerCompany; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Lender Agent to proceed against the BorrowerCompany or any other Person, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s Agent’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the LenderAgent; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty Guarantee (other than that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash) and (g) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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. This Guaranty Guarantee shall not be affected by the genuineness, validity, regularity or enforceability of the any Guaranteed Obligations Obligation or any instrument or agreement evidencing any Guaranteed ObligationsObligation, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this GuarantyGuarantee, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Guarantor Administrative Borrower waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower any Loan Party or any other guarantorForeign Swap Obligor, or the cessation from any cause whatsoever (including any act or omission of the LenderAdministrative Agent or any other Secured Party) of the liability of the Borrowerany Loan Party or any Foreign Swap Obligor; (b) any defense based on any claim that the GuarantorAdministrative Borrower’s obligations under this Borrower Guaranty exceed or are more burdensome than those of the BorrowerGuarantors or any Foreign Swap Obligor; (c) the benefit of any statute of limitations affecting the GuarantorAdministrative Borrower’s liability hereunderunder this Borrower Guaranty; (d) any right to require the Lender Administrative Agent or any other Secured Party to proceed against the Borrowerany other Loan Party or any Foreign Swap Obligor, proceed against or exhaust any security for the Guaranteed Guarantor Primary Obligations or Foreign Subsidiary F/X Obligations, or pursue any other remedy in the Lender ‘s Administrative Agent’s or any other Secured Parties’ power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedieswhatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the LenderAdministrative Agent or any other Secured Party; and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid payment in full in cashof all Obligations (other than unasserted contingent obligations not yet due) and termination of all Commitments. The Guarantor For so long as any Obligations remain outstanding, the Administrative Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Subsidiary Obligations, and all notices of acceptance of this Borrower Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Subsidiary Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Each Guarantor waives any right (except as shall be required by applicable statute and cannot be waived) to require the fullest extent permitted Administrative Agent or the Lenders to (i) proceed against the Borrower, any other Guarantor, any other guarantor or any other party, (ii) proceed against or exhaust any security held from the Borrower, any other Guarantor, any other guarantor or any other party or (iii) pursue any other remedy in the Administrative Agent's or the Lenders' power whatsoever. Each Guarantor waives (except as shall be required by law (aapplicable statute and cannot be waived) any defense based on or arising by reason out of any disability or other defense of the Borrower Borrower, any other Guarantor, any other guarantor or any other guarantorparty other than payment in full of the Obligations, including, without limitation, any defense based on or arising out of the disability of the Borrower, any other Guarantor, any other guarantor or any other party, or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based Borrower other than payment in full of the Obligations. Subject to the notice requirements provided in the Bankruptcy Orders, the Administrative Agent and other Secured Parties may, at their election, foreclose on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting 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 whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; Administrative Agent or any other Secured Party in respect of the Secured Obligations by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded extent such sale is permitted by applicable law limiting law), or exercise any other right or remedy the Administrative Agent and the Lenders may have against the Borrower or any other party, or any security, without affecting or impairing in any way the liability of or exonerating guarantors or sureties, other than any Guarantor hereunder except to the defense that extent the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cashpaid. The Each Guarantor expressly waives 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 any defense arising out of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected such election by the genuinenessAdministrative Agent and the Lenders, validity, regularity even though such election operates to impair or enforceability extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Guaranteed Obligations Borrower or any instrument other party or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingsecurity.

Certain Waivers. The Each Subsidiary Guarantor waives to the fullest extent permitted by law hereby expressly waives: (a) notice of the acceptance by the Administrative Agent or any other Lender Party of this Guaranty, (b) notice of the existence or creation or non-payment of any of the Guaranteed Obligations, (c) presentment, demand, notice of dishonor, protest, and, except as otherwise expressly provided in the Loan Documents, all other notices whatsoever, (d) all diligence in collection or protection of or realization upon any Guaranteed Obligations or any security for or guaranty of any Guaranteed Obligations and (e) any right (except as shall be required by applicable statute and cannot be waived) to require any Lender Party to (i) proceed against the Borrower, any other Subsidiary Guarantor or any other party, (ii) proceed against or exhaust any security held from the Borrower, any other Subsidiary Guarantor or any other party or (iii) pursue any other remedy in any Lender Party’s power whatsoever. Each Subsidiary Guarantor waives any defense based on or arising by reason out of any disability or other defense of the Borrower Borrower, any other Subsidiary Guarantor or any other guarantorparty, other than payment in full in cash of the Guaranteed Obligations, based on or arising out of the disability of the Borrower, any other Subsidiary Guarantor or any other party, or the validity, legality or unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome Borrower other than those payment in full in cash of the Borrower; (c) the benefit of any statute of limitations affecting 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 . Each Subsidiary Guarantor agrees that the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in Parties may, at their election, foreclose on any security now or hereafter held by the Lender; Administrative Agent or any other Lender Party by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded extent such sale is permitted by applicable law limiting law), or exercise any other right or remedy the Lender Parties may have against the Borrower or any other party, or any security, without affecting or impairing in any way the liability of or exonerating guarantors or sureties, other than any of the defense that undersigned hereunder except to the extent the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cashpaid. The Each Subsidiary Guarantor expressly waives 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 any defense arising out of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected such election by the genuinenessLender Parties, validity, regularity even though such election operates to impair or enforceability extinguish any right of reimbursement or subrogation or other right or remedy of such undersigned against the Guaranteed Obligations Borrower or any instrument other party or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingsecurity.

Certain Waivers. The Each Guarantor waives to the fullest extent permitted by law irrevocably and unconditionally hereby waives: (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Lender to Guaranteed Party, to: (i) proceed against the Borrower, any other guarantor of any of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any Collateral or any other security for the Guaranteed Obligationsheld from Borrower, any such other guarantor or any other Person, or (iii) pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon of the doctrines of marshalling of assets or of election of remedies; Guaranteed Party whatsoever; (eb) any benefit of and any the right to participate in have the property of Borrower, such Guarantor or any security now or hereafter held by the Lender; (f) other guarantor of any fact or circumstance related to of the Guaranteed Obligations which might otherwise constitute a defense first applied to the obligations discharge of the Guarantor under this Guaranty and (g) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives all or any part thereof; (c) any notices, demands, promptness, diligence, 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 action or nature whatsoever with respect to the Guaranteed Obligationsinaction, and all notices of including acceptance of this Guaranty or Guaranty, notices of default under any of the existenceLoan Documents, creation notices of any renewal, extension or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability modification of the Guaranteed Obligations or any instrument or agreement evidencing related thereto, notices of any extension of credit to Borrower, and any other notice with respect to any of the Guaranteed Obligations, this Guaranty or by any other Loan Document; (d) the existence, validity, enforceability, perfection, non-perfection or extent benefit of any collateral thereforstatute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof; (e) any requirement of marshaling or any other principle of election of remedies; (f) any right to assert against the Guaranteed Party any defense (legal or equitable), setoff, counterclaim and other right that such Guarantor may now or by any fact time hereafter have against Borrower or circumstance relating any other guarantor of any of the Guaranteed Obligations; (g) any rights to setoffs, recoupments and counterclaims; (h) any right to revoke or terminate this Guaranty; (i) any defenses based on or arising out of any change, reorganization, restructuring or termination of the corporate or organizational structure or existence of Borrower, any Guarantor, any of their Subsidiaries or any other guarantor of any of the Guaranteed Obligations which might otherwise constitute a defense and to the obligations any corresponding restructuring of the Guaranteed Obligations; (j) any defense arising by reason of or based on the incapacity, lack of authority or any disability of Borrower or any other guarantor of any of the Guaranteed Obligations; (k) any defense arising by reason of or based on the lack of validity or the unenforceability or the illegality of all or any of the Guaranteed Obligations, any Loan Documents or any other agreement or instrument relating thereto; (l) any defense that at any time may be available to such Guarantor under this Guarantyby virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (m) any and all suretyship defenses, including, but not limited to, (1) surrender, release, exchange, substitution, dealing with or taking any additional collateral, (2) abstaining from taking advantage of or realizing upon any security interest or other guaranty, and (3) any impairment of collateral, including, but not limited to, failure to perfect a security interest in the Guarantor hereby irrevocably waives collateral; and (n) any defenses it may now have defense based on or hereafter acquire in arising out of any way relating to defense of Borrower, any or all other guarantor of any of the foregoingGuaranteed Obligations or any other party other than the indefeasible payment and performance in full of the Guaranteed Obligations.

Certain Waivers. The Each Guarantor hereby waives to the fullest maximum extent permitted by law applicable law, for the benefit of the Holders: (a) any right to require the Holders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) proceed against or exhaust any security held from the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Holders in favor of the Issuer or any other Person, or (iv) pursue any other remedy in the power of the Holders whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Issuer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any other guarantor, agreement or instrument relating thereto or by reason of the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the BorrowerIssuer from any cause other than payment in full of the Obligations; (bc) any defense based on upon any claim statute or rule of law which provides that the Guarantor’s obligations exceed or are obligation of a surety must be neither larger in amount nor in other respects more burdensome than those that of the Borrowerprincipal; (cd) any defense based upon the Holders' errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor's liability hereunder or the Guarantor’s liability hereunderenforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Holders protect, secure, perfect or insure any security interest or lien or any property subject thereto; (df) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any right action or inaction, including acceptance of this Guaranty, notices of default under this Agreement or the Secured Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to require the Lender Issuer and notices of any of the matters referred to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of preceding paragraph and any right to participate in consent to any security now or hereafter held by the Lenderthereof; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting which limit the liability of or exonerating exonerate guarantors or sureties, other than or which may conflict with the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 terms of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The (a) Each Guarantor waives waives, to the fullest extent permitted by law law, (ai) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Lender Party) of the liability of the Borrower; (bii) any defense based on any claim that the any Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (ciii) the benefit of any statute of limitations affecting the any Guarantor’s liability hereunder; (div) any right to require the any Lender Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remediesParty whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by the Lenderany Lender Party; and (fvi) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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 except Payment in Full of the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cashObligations. The Each Guarantor expressly waives waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by , except as otherwise expressly set forth in this Agreement. (b) Each Guarantor agrees that its obligations hereunder are absolute and unconditional, irrespective of (i) the genuineness, validity, regularity regularity, enforceability, subordination or enforceability of the Guaranteed any future modification of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement evidencing any Guaranteed Obligations, to which Borrower or by the existence, validity, enforceability, perfection, non-perfection other Loan Party is or extent of any collateral therefor, may become a party or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.be bound;

Certain Waivers. The Guarantor waives to To the fullest extent permitted by law Applicable Law, the Guarantor waives: (a) any defense arising by reason of any disability or other defense of the Borrower right to require the Beneficiaries to proceed against the Company or any other guarantorObligor, to proceed against or exhaust any Collateral or to pursue any other remedy in any Beneficiary's power whatsoever and the cessation from any cause whatsoever (including any act or omission right to have the property of the Lender) Company or any other Obligor first applied to the discharge of the liability of the Borrower; 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 the Guarantor’s obligations exceed 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 the Obligations or the Guarantor’s 's liability hereunder; ; (d) any right to require the Lender to proceed against the Borrower, proceed against requirement of marshaling or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or principle of election of remedies and all rights and defenses arising out of an election of remedies by any 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 Company; (e) any benefit of and any right to participate in assert against any security Beneficiary any defense (legal or equitable), set-off, counterclaim and other right that the Guarantor may now or any time hereafter held by have against the Lender; Company or any other Obligor; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiespresentment, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 A. GUARANTY 5 137 and notice of dishonor acceptance of this Guaranty, and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligationskind, and all notices of acceptance of this Guaranty or including (i) notice of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected , (ii) notice of any action taken or omitted by the genuinenessBeneficiaries in reliance hereon, validity(iii) notice of any default by the Company or any other Obligor, regularity or enforceability (iv) notice that any portion of the Guaranteed Obligations is due and (v) notice of any action against the Company or any instrument or agreement evidencing any Guaranteed Obligationsother Obligor, or by any enforcement of other action with respect to any Collateral, or the existence, validity, enforceability, perfection, non-perfection or extent assertion of any collateral thereforright of any Beneficiary hereunder; (g) any rights, or defenses and other benefits the Guarantor may have by reason of any fact or circumstance relating failure of any Beneficiary to comply with Applicable Law in connection with a disposition of Collateral; (h) all defenses that at any time may be available to the Guaranteed Obligations which might otherwise constitute a defense Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect and ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO THE GUARANTOR BY REASON OF APPLICABLE LAW; and (i) to the obligations extent not covered under the preceding items, all benefits under articles 1491, 1498, 1499, 1500, 1502, 1503 and 1504 of the Guarantor Brazilian Civil Code, under this Guaranty, articles 261 and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all 262 of the foregoingBrazilian Commercial Code and under article 595 of the Brazilian Civil Procedure Code.

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

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

Certain Waivers. The Guarantor waives to To the fullest extent permitted by law Law, each of the Guarantors hereby expressly and unconditionally waives: (a) any defense arising by reason notice of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrowermatters referred to in Section 3 hereof; (b) all notices which may be required by statute, rule of law or otherwise (except as expressly required to be given to the Guarantors by any defense based on Facility Sublease Document) to preserve any claim that rights against the Guarantor’s obligations exceed or are more burdensome than those Guarantors hereunder, including notice of the Borroweracceptance of this Guaranty by the Guaranty Beneficiary, or the creation, renewal, extension, modification or accrual of the Obligations or notice of any other matters relating thereto, any presentment, demand, notice of dishonor, protest or nonpayment of any damages or other amounts payable under any Facility Sublease Document or any Operative Document; (c) any requirement for the benefit enforcement, assertion or exercise of any statute right, remedy, power or privilege under or in respect of limitations affecting any Facility Sublease Document or any Operative Document, including diligence in collection or protection of or realization upon or in respect of the Guarantor’s liability hereunderObligations or any part thereof; (d) any requirement of diligence; (e) the occurrence of every other condition precedent to which such Guarantor or any Guaranty Beneficiary may otherwise be entitled, except as provided in any Facility Sublease Document or any Operative Document; (f) any requirement to mitigate the damages resulting from a default or termination under any Facility Sublease Document or any Operative Document, except that this shall not relieve the Guaranty Beneficiary of any such obligation; and (g) the right to require the Lender Guaranty Beneficiary to proceed against any Guaranteed Party or any other Person liable on the BorrowerObligations, to proceed against or exhaust security held from any security for the Guaranteed ObligationsParty or any other Person, or to pursue any other remedy in the Lender ‘s Guaranty Beneficiary’s power whatsoever whatsoever, and each Guarantor waives the right to have the property of any defense based upon Guaranteed Party first applied to the doctrines discharge of marshalling of assets or of election of remedies; (e) any benefit of and the Obligations. The Guaranty Beneficiary may, at its election, exercise any right to participate in or remedy it might have against any Guaranteed Party or any security now or hereafter held by the Lender; (f) Guaranty Beneficiary, including the right to foreclose upon any fact such security by judicial or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) nonjudicial sale, without affecting or impairing in any and all other defenses or benefits that may be derived from or afforded by applicable law limiting way the liability of or exonerating guarantors or suretieseither Guarantor hereunder, other than except to the defense that extent the Guaranteed Obligations have been fully performed paid or satisfied, and indefeasibly paid in full in casheach Guarantor waives any defense arising out of the absence, impairment or loss of any right of reimbursement, contribution or any other right or remedy of such Guarantor against any Guaranteed Party or any such security, whether resulting from such election by the Guaranty Beneficiary, or otherwise. The Each Guarantor expressly waives assumes the responsibility for being and keeping informed of the financial condition of each Guaranteed Party and of all presentments, demands for payment or performance, notices other circumstances bearing upon the risk of nonpayment or nonperformance, protests, notices nonperformance of protest, notices the Obligations and agrees that the Guaranty Beneficiary shall not have any duty to advise any Guarantor of dishonor and all other notices information regarding any condition or demands of circumstance or any kind change in such condition or nature whatsoever with respect circumstance. Each Guarantor acknowledges that the Guaranty Beneficiary has not made any representation to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of Guarantor concerning the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability financial condition of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingParties.

Certain Waivers. The (a) Holdings and each Subsidiary Guarantor waives waives, to the fullest extent permitted by law law, (ai) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Lender Party) of the liability of the Borrower; (bii) any defense based on any claim that the Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (ciii) the benefit of any statute of limitations affecting the Holdings’ or any Subsidiary Guarantor’s liability hereunder; (div) any right to require the any Lender Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remediesParty whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by the Lenderany Lender Party; and (fvi) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) fullest extent permitted by law, any and all other defenses (other than a defense of Payment in Full) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed . Holdings and indefeasibly paid in full in cash. The each Subsidiary Guarantor expressly waives waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by , except as otherwise expressly set forth in this Agreement. (b) Holdings and each Subsidiary Guarantor agrees that its obligations hereunder are absolute and unconditional, irrespective of (i) the genuineness, validity, regularity regularity, enforceability, subordination or enforceability any future modification of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement to which Borrower or other Loan Party is or may become a party or be bound; (ii) the absence of any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of any kind by Administrative Agent or any Lender with respect thereto; (iii) the Guaranteed existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guarantee for the Obligations or any instrument or agreement evidencing any Guaranteed Obligationsaction, or by the existence, validity, enforceability, perfection, non-perfection or extent absence of any collateral thereforaction, by Administrative Agent or any Lender in respect thereof (including the release of any security or guarantee); (iv) the insolvency of Borrower or any other Loan Party; (v) any election by Administrative Agent or any fact Lender in proceeding under Debtor Relief Laws for the application of Section 1111(b)(2) of the Bankruptcy Code; (vi) any borrowing or circumstance relating to grant of a Lien by Borrower or other Loan Party, as debtor-in-possession under Section 364 of the Guaranteed Bankruptcy Code or otherwise; (vii) the disallowance of any claims of Administrative Agent or any Lender against Borrower for the repayment of any Obligations which under Section 502 of the Bankruptcy Code or otherwise; or (viii) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except defense of payment. (c) Holdings and each Subsidiary Guarantor expressly waives, to the obligations fullest extent permitted by law, all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Administrative Agent or Lenders to marshal assets or to proceed against Borrower, or any other Person or security for the payment or performance of any Obligations before, or as a condition to, proceeding against Holdings or such Subsidiary Guarantor. Holdings and each Subsidiary Guarantor waives, to the fullest extent permitted by law, all defenses available to a surety, guarantor or accommodation co-obligor other than defense of payment. It is agreed among Holdings and each Subsidiary Guarantor, Administrative Agent and Lenders that the provisions of this Article XI are essential to the transaction contemplated by the Loan Documents and that, but for such provisions, Administrative Agent and Lenders would decline to make Loans. Holdings and each Subsidiary Guarantor acknowledges that its guarantee pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected to benefit such business. (d) Administrative Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral by judicial foreclosure or non-judicial sale or enforcement, without affecting any rights and remedies under this Article XI. If, in taking any action in connection with the exercise of any rights or remedies, Administrative Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Loan Party or other Person, whether because of any applicable Laws pertaining to “election of remedies” or otherwise, Holdings and each Subsidiary Guarantor consents to such action and waives any claim based upon it, even if the action may result in loss of any rights of subrogation that Holdings or any Subsidiary Guarantor might otherwise have had. Any election of remedies that results in denial or impairment of the Guarantor under this Guaranty, right of Administrative Agent or any Lender to seek a deficiency judgment against Borrower shall not impair Holdings’ and each Subsidiary Guarantor’s obligation to pay the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all full amount of the foregoingObligations.

Certain Waivers. The (a) Holdings and each Subsidiary Guarantor waives waives, to the fullest extent permitted by law law, (ai) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Lender Party) of the liability of the BorrowerBorrowers; (bii) any defense based on any claim that the Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (ciii) the benefit of any statute of limitations affecting the Holdings’ or any Subsidiary Guarantor’s liability hereunder; (div) any right to require the any Lender Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remediesParty whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by the Lenderany Lender Party; and (fvi) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) fullest extent permitted by law, any and all other defenses (other than a defense of payment in full) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed . Holdings and indefeasibly paid in full in cash. The each Subsidiary Guarantor expressly waives waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by , except as otherwise expressly set forth in this Agreement. (b) Holdings and each Subsidiary Guarantor agrees that its obligations hereunder are absolute and unconditional, irrespective of (i) the genuineness, validity, regularity regularity, enforceability, subordination or enforceability any future modification of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement to which any Borrower or other Loan Party is or may become a party or be bound; (ii) the absence of any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of any kind by Collateral Agent or any Lender with respect thereto; (iii) the Guaranteed existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guarantee for the Obligations or any instrument or agreement evidencing any Guaranteed Obligationsaction, or by the existence, validity, enforceability, perfection, non-perfection or extent absence of any collateral thereforaction, by Collateral Agent or any Lender in respect thereof (including the release of any security or guarantee); (iv) the insolvency of any Borrower or any other Loan Party; (v) any election by Collateral Agent or any Lender in proceeding under Debtor Relief Laws for the application of Section 1111(b)(2) of the Bankruptcy Code; (vi) any borrowing or grant of a Lien by any fact Borrower or circumstance relating to other Loan Party, as debtor-in-possession under Section 364 of the Guaranteed Bankruptcy Code or otherwise; (vii) the disallowance of any claims of Collateral Agent or any Lender against any Borrower for the repayment of any Obligations which under Section 502 of the Bankruptcy Code or otherwise; or (viii) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except defense of payment in full. (c) Holdings and each Subsidiary Guarantor expressly waives, to the obligations fullest extent permitted by law, all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Collateral Agent or Lenders to marshal assets or to proceed against any Borrower, or any other Person or security for the payment or performance of any Obligations before, or as a condition to, proceeding against Holdings or such Subsidiary Guarantor. Holdings and each Subsidiary Guarantor waives, to the fullest extent permitted by law, all defenses available to a surety, guarantor or accommodation co-obligor other than defense of payment in full. It is agreed among Holdings and each Subsidiary Guarantor, Collateral Agent and Lenders that the provisions of this Article XI are essential to the transaction contemplated by the Loan Documents and that, but for such provisions, Collateral Agent and Lenders would decline to make Loans. Holdings and each Subsidiary Guarantor acknowledges that its guarantee pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected to benefit such business. (d) Collateral Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral by judicial foreclosure or non-judicial sale or enforcement, without affecting any rights and remedies under this Article XI. If, in taking any action in connection with the exercise of any rights or remedies, Collateral Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Loan Party or other Person, whether because of any applicable Laws pertaining to “election of remedies” or otherwise, Holdings and each Subsidiary Guarantor consents to such action and waives any claim based upon it, even if the action may result in loss of any rights of subrogation that Holdings or any Subsidiary Guarantor might otherwise have had. Any election of remedies that results in denial or impairment of the Guarantor under this Guaranty, right of Collateral Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair Holdings’ and each Subsidiary Guarantor’s obligation to pay the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all full amount of the foregoingObligations.

Certain Waivers. The (a) Each Guarantor waives to the fullest extent permitted by law (ai) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the LenderSecured Parties) of the liability of the any Borrower; (bii) any defense based on any claim that the such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (ciii) the benefit of any statute of limitations affecting the such Guarantor’s liability hereunder; (div) any right to require the Lender any Secured Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s Secured Parties’ power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedieswhatsoever; (ev) until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, any benefit of and any right to participate in any security now or hereafter held by the LenderSecured Parties; and (fvi) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by For purposes of this paragraph only, references to the genuineness“ principal ” include each of HIL and Holdings and references to the “ creditor ” include each Secured Party. In accordance with Section 2856 of the California Civil Code, validityeach Guarantor waives, regularity or enforceability until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to such Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses such Guarantor may have by reason of protection afforded to the principal with respect to any instrument or agreement evidencing any of the Guaranteed Obligations, to any other Guarantor or by the existence, validity, enforceability, perfection, non-perfection or extent to any other guarantor of any collateral therefor, or by any fact or circumstance relating to of the Guaranteed Obligations which might otherwise constitute a defense with respect to any of such guarantor’s obligations under its guarantee, in any case in accordance with the obligations antideficiency or other laws of the Guarantor under State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed such Guarantor’s right of subrogation and reimbursement against the principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise. No other provision of this GuarantyGuaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Agreement shall be governed by, and shall be construed and enforced in accordance with the Guarantor hereby irrevocably waives laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any defenses it may now have or hereafter acquire of the above-referenced provisions of California law are in any way relating applicable to this Guaranty or to any or all of the foregoingGuaranteed Obligations.

Certain Waivers. The Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Lender) of the liability of the BorrowerBorrower (other than the defense of prior payment and performance in full of the Guaranteed Obligations); (b) any defense based on any claim that the such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the such Guarantor’s liability hereunder; (d) any right to require the Lender 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 Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedieswhatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender; and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) fullest extent permitted by law, any and all other defenses (other than the defense of prior payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating 109 guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Each Guarantor expressly waives all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor’s right to assert any claim that would constitute a setoff or counterclaim against any Person in any separate action or proceeding) and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Guarantor waives waives, to the fullest extent permitted by law (a) any defense arising by reason law, promptness, diligence, presentment, demand, protest, notice of acceptance, notice of Guaranteed Obligations incurred and all other notices of any disability kind, other than demand for payment or performance hereunder, and, subject to Section 4 below, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other defense of the Borrower similar Law now or any other guarantorhereafter in effect, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Lender marshalling of Guarantor's assets or any other Person primarily or secondarily liable with respect to proceed any Guaranteed Obligation, and all suretyship defenses generally. Without limiting the generality of the foregoing but subject to the terms of Section 2 above, Guarantor agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by, (i) subject to Section 4 below, the failure of Buyer or any Buyer Indemnitee to assert any claim or demand or to enforce any right or remedy against Seller or any other Person primarily or secondarily liable with respect to any of the BorrowerGuaranteed Obligations (except to the extent that such failure operates as an express and complete bar under the Purchase Agreement or Section 2 above); (ii) any extensions, proceed against compromises, consolidations or exhaust renewals of any security for of the Guaranteed Obligations, or pursue ; (iii) any other remedy change in the Lender ‘s power whatsoever and any defense based upon the doctrines time, place or manner of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument rescissions, waivers, compromises, consolidations, amendments or agreement evidencing modifications of any of the terms or provisions of the Purchase Agreement or any Ancillary Agreement; (iv) the addition, substitution or release of any Person primarily or secondarily liable for any of the Guaranteed Obligations; or (v) subject to Section 4 below, any other act or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations omission which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating manner or to any extent vary the risk of Guarantor or otherwise operate as a release or discharge of Guarantor, all of the foregoingwhich may be done without notice to Guarantor.

Certain Waivers. The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of any Lender or the LenderAdministrative Agent) of the liability of the any Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Lender to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed ObligationsLiabilities, or pursue any other remedy in the Lender ‘s Administrative Agent’s or any ▇▇▇▇▇▇’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender; (f) any fact or circumstance related to the Guaranteed Obligations Liabilities which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty Agreement; and (g) 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 the defense that the Guaranteed Obligations Liabilities have been fully performed performed, and the Liabilities and any other amounts payable under this Agreement, have been indefeasibly paid in full in cash. 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 ObligationsLiabilities, and all notices of acceptance of this Guaranty guaranty or of the existence, creation or incurrence of new or additional Guaranteed ObligationsLiabilities. This Guaranty The guaranty of the Guarantor hereunder shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations Liabilities or any 47 instrument or agreement evidencing any Guaranteed ObligationsLiabilities, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations Liabilities which might otherwise constitute a defense to the obligations of the Guarantor under this Guarantyguaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Each Guarantor hereby waives to the fullest maximum extent permitted by law Governing Law, for the benefit of the Holders: (a) any right to require the Holders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) proceed against or exhaust any security held from the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Holders in favor of the Issuer or any other Person, or (iv) pursue any other remedy in the power of the Holders whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Issuer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any other guarantor, agreement or instrument relating thereto or by reason of the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the BorrowerIssuer from any cause other than payment in full of the Obligations; (bc) any defense based on upon any claim statute or rule of law which provides that the Guarantor’s obligations exceed or are obligation of a surety must be neither larger in amount nor in other respects more burdensome than those that of the Borrowerprincipal; (cd) any defense based upon the Holders' errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor's liability hereunder or the Guarantor’s liability hereunderenforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Holders protect, secure, perfect or insure any security interest or lien or any property subject thereto; (df) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any right action or inaction, including acceptance of this Guaranty, notices of default under this Agreement or the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to require the Lender Issuer and notices of any of the matters referred to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of preceding paragraph and any right to participate in consent to any security now or hereafter held by the Lenderthereof; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting which limit the liability of or exonerating exonerate guarantors or sureties, other than or which may conflict with the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 terms of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

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

Certain Waivers. The Guarantor Pledgor hereby waives and relinquishes, to the fullest maximum extent permitted by law applicable Legal Requirements, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including: (a) any defense arising law limiting remedies under an obligation secured by reason a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage or deed of trust, and all defenses based on any loss whether as a result of any disability such sale or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrowerotherwise; (b) any defense based on right to require Lender to proceed against Pledged Company or any claim that the Guarantorother Person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s obligations exceed or are more burdensome than those of the Borrowerpower before proceeding against Pledgor; (c) any defense that may arise by reason of the benefit incapacity, lack of power or authority, death, dissolution, merger, termination or disability of Pledgor, Pledged Company or any other Person or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any statute of limitations affecting the Guarantor’s liability hereunderPledgor, Pledged Company or any other Person; (d) any right to require the enforce any remedy that Lender to proceed may have against the Borrower, proceed against Pledged Company or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of Person and any right to participate in any security now or hereafter held by Lender until the LenderObligations have been paid and the covenants of the Financing Documents have been performed in full; (e) any right to require Lender to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Financing Agreement or any of the Financing Documents; (f) any fact right to assert the bankruptcy or circumstance related to the Guaranteed Obligations which might otherwise constitute insolvency of Pledged Company or any other Person as a defense to hereunder or as the obligations basis for rescission hereof and any defense arising because of Lender’s election, in any proceeding instituted under the Bankruptcy Law, of the Guarantor under this Guaranty and application of Section 1111(b)(2) of the Bankruptcy Law; (g) subject to Section 8.9, any right under any law purporting to reduce Pledgor’s obligations hereunder if the Obligations are reduced other than as a result of payment of such Obligations; (h) any defense based on the repudiation of the Financing Documents by Pledged Company or any other Person, the failure by Lender to enforce any claim against Pledgor, Pledged Company or any other Person or the unenforceability in whole or in part of any Financing Documents; (i) all suretyship and all other guarantor’s defenses generally; (j) any right to insist upon, plead or benefits that in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the enforcement by Lender of, this Agreement; (k) any defense based upon an election of remedies by Lender, including an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against Pledged Company or another Person for reimbursement, or both; (l) any defense based on any offset against any amounts which may be derived from owed by any Person to Pledgor for any reason whatsoever; (m) any defense based on any act, failure to act, delay or afforded omission whatsoever on the part of Pledged Company or any of its Affiliates or the failure by applicable law limiting Pledged Company or any of its Affiliates to do any act or thing or to observe or perform any covenant, condition or agreement to be observed or performed by it under the liability Financing Documents, (n) any defense, setoff or counterclaim which may at any time be available to or asserted by Pledged Company or any of its Affiliates against Lender or any other Person under the Financing Documents; (o) any duty on the part of Lender to disclose to Pledgor any facts Lender may now or hereafter know about Pledged Company or any of its Affiliates, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Pledgor intends to assume, or have reason to believe that such facts are unknown to Pledgor, or have a reasonable opportunity to communicate such facts to Pledgor; (p) any defense based on any change in the time, manner or place of any payment under, or in any other term of, the Financing Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or exonerating guarantors any consent or sureties, other than departure from the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 terms of the existence, creation Financing Documents; and (q) any defense based upon any borrowing or incurrence grant of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability a security interest under Section 364 of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingBankruptcy Law.

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

Certain Waivers. The Guarantor waives to To the fullest extent permitted by law applicable Laws, the Guarantors waive (a) any defense arising by reason of any disability or other similar defense of the Borrower any Borrower, any other Guarantor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the any Borrower; (b) any defense based on any claim that the any Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s Guarantors’ liability hereunder; (d) any right to require the Lender any Secured Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s Secured Parties’ power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedieswhatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the LenderSecured Parties; and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties, in each case, other than the (i) a defense that the Guaranteed Obligations have been fully performed and indefeasibly paid of payment or performance in full in cashof the Obligations (other than contingent indemnification or expense reimbursement obligations for which no claim has been made) or (ii) any defense arising as a result of any action or inaction on the part of the Administrative Agent or any Lender constituting gross negligence or willful misconduct. The Guarantor Subject to the immediately preceding paragraph and to the extent permitted by applicable Laws, 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 Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected For purposes of this paragraph only, references to the “principal” include each Borrower and references to the “creditor” include each Secured Party. In accordance with Section 2856 of the California Civil Code, the Guarantors waive all rights and defenses (i) available to the Guarantors by reason of Sections 2787 through 2855, 2899, and 3433 of the genuinenessCalifornia Civil Code, validityincluding all rights or defenses the Guarantors may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, regularity or enforceability to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in either case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any instrument or agreement evidencing obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed the Guarantors’ rights of subrogation and reimbursement against the principal (or such other guarantor) by the existence, validity, enforceability, perfection, non-perfection operation of Section 580d of the California Code of Civil Procedure or extent otherwise. No other provision of this Guaranty shall be construed as limiting the generality of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under covenants and waivers set forth in this Guarantyparagraph. As provided below, this Agreement shall be governed by, and shall be construed and enforced in accordance with the Guarantor hereby irrevocably waives laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any defenses it may now have or hereafter acquire of the above-referenced provisions of California law are in any way relating applicable to this Guaranty or to any or all of the foregoingGuaranteed Obligations.

Certain Waivers. The Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Secured Party) of the liability of the BorrowerBorrower or any other Loan Party; (b) any defense based on any claim that the such 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 the any Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Secured Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and of any defense based upon the doctrines of marshalling of assets or of election of remediesSecured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Lenderany Secured Party; and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations. This Guaranty shall not be affected by Without limiting the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or Len▇▇▇’▇ rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. The Guarantor Borrower waives presentment to, demand of payment from and protest to any Subsidiary of any of the fullest extent permitted Additional Guaranteed Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Borrower hereunder shall not be affected by law (a) any defense arising by reason the failure of any disability or other defense of the Borrower applicable Lender (or any other guarantorof its Affiliates) to assert any claim or demand or to enforce any right or remedy against any Subsidiary under the provisions of any Guaranteed Cash Management Agreement, any Guaranteed Hedge Agreement or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrowerotherwise; (b) any defense based on extension or renewal of any claim that the Guarantor’s obligations exceed or are more burdensome than those of the BorrowerAdditional Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the benefit terms or provisions of this Agreement, any statute of limitations affecting the Guarantor’s liability hereunderother Loan Document, any Guaranteed Cash Management Agreement, any Guaranteed Hedge Agreement or other agreement; (d) any right to require default, failure or delay, willful or otherwise, in the Lender to proceed against performance of any of the Borrower, proceed against or exhaust any security for the Additional Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) the failure of any benefit applicable Lender (or any of its Affiliates) to take any steps to perfect and any right to participate in maintain any security now interest in, or hereafter held by to preserve any rights to, any security or collateral for the LenderAdditional Guaranteed Obligations, if any; (f) any fact change in the corporate, partnership or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations other existence, structure or ownership of any Subsidiary or any other guarantor of any of the Guarantor under this Guaranty and Additional Guaranteed Obligations; (g) any and all other defenses the enforceability or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives 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 validity of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Additional Guaranteed Obligations or any instrument part thereof or the genuineness, enforceability or validity of any agreement evidencing relating thereto or with respect to any collateral securing the Additional Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any Subsidiary or any other guarantor of any of the Additional Guaranteed Obligations, for any reason related to this Agreement, any other Loan Document, any Guaranteed Cash Management Agreement, any Guaranteed Hedge Agreement, or by the existenceany provision of applicable law, validitydecree, enforceability, perfection, non-perfection order or extent regulation of any collateral thereforjurisdiction purporting to prohibit the payment by such Subsidiary or any other guarantor of the Additional Guaranteed Obligations, or by of any fact or circumstance relating to of the Additional Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.otherwise

Certain Waivers. The Guarantor Borrower hereby irrevocably and unconditionally waives (i) promptness and diligence; (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other Loan Document or any other agreement or instrument relating thereto except to the fullest extent permitted by law otherwise provided herein, (aiii) all notices (other than notices specifically provided for herein or in the other Loan Documents), demands and protests, and all other formalities of every kind in connection with the enforcement of Borrower's obligations hereunder and under the other Loan Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving Borrower of any of its obligations hereunder or under the other Loan Documents, (iv) any defense arising by reason of requirement that Administrative Agent or any disability Lender protect, secure, perfect or other defense of insure any lien on any collateral for the Loan or exhaust any right or take any action against Borrower or any other guarantorPerson or against any collateral for the Loan, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (dv) 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 whatsoever and any defense based upon the doctrines claim of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now cause a marshaling of Borrower's assets and (vi) all rights of subrogation or hereafter held contribution, whether arising by the Lender; (f) any fact contract or circumstance related operation of law or otherwise by reason of payment by Borrower pursuant hereto or to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and other Loan Documents. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (gW) 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 suretiesINJUNCTIVE RELIEF, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash(X) A TRIAL BY JURY, (Y) INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. The Guarantor expressly waives all presentmentsNOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingINCLUDING AN ACTION OF INJUNCTIVE RELIEF.

Certain Waivers. The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender or the LenderAdministrative Agent) of the liability of the any Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Lender to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed ObligationsLiabilities, or pursue any other remedy in the Lender ‘s Administrative Agent’s or any Lender’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender; (f) any fact or circumstance related to the Guaranteed Obligations Liabilities which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty Agreement; and (g) 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 the defense that the Guaranteed Obligations Liabilities have been fully performed performed, and the Liabilities and any other amounts payable under this Agreement, have been indefeasibly paid in full in cash. 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 ObligationsLiabilities, and all notices of acceptance of this Guaranty guaranty or of the existence, creation or incurrence of new or additional Guaranteed ObligationsLiabilities. This Guaranty The guaranty of the Guarantor hereunder shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations Liabilities or any instrument or agreement evidencing any Guaranteed ObligationsLiabilities, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations Liabilities which might otherwise constitute a defense to the obligations of the Guarantor under this Guarantyguaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

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

Certain Waivers. The Guarantor waives (a) No delay or omission to exercise any right, power or remedy accruing to the fullest Collateral Agent upon the occurrence and during the continuance of any Operations Co Financing Default shall impair any such right, power or remedy of the Collateral Agent, nor shall it be construed to be a waiver of any such Operations Co Financing Default or similar breach or default thereafter occurring or an acquiescence therein, nor shall any waiver of any other breach or default under this Agreement or any other Financing Document be deemed a waiver of any other breach or default theretofore or thereafter occurring. Each and every Operations Co Financing Default shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises and every power and remedy given by this Agreement may be exercised from time to time, and as often as shall be deemed expedient, by the Collateral Agent. (b) Pledgor hereby waives and relinquishes, to the maximum extent permitted by law applicable Law, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including: (ai) any right to require the Collateral Agent at any time to pursue any other remedy in the Collateral Agent’s power before proceeding against Pledgor; (ii) any defense arising that may arise by reason of any the incapacity, lack of power or authority, dissolution, merger, termination or disability or other defense of the Pledgor, Operations Co, Borrower or any other guarantorPerson or the failure of the Collateral Agent to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of Pledgor, Operations Co, Borrower or any other Person; (iii) any right to require the Collateral Agent to give any notices of any kind, including notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or in the other Financing Documents; (iv) any right under any law purporting to reduce Pledgor’s obligations hereunder if the Secured Obligations are reduced other than as a result of payment of such Secured Obligations; (v) any defense based on the repudiation of any Financing Document by Borrower, Operations Co or any other Person, the failure by the Collateral Agent to enforce any claim against Pledgor, Operations Co, Borrower or any other Person or the unenforceability in whole or in part of any Financing Document; (vi) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the cessation from enforcement by the Collateral Agent of, this Agreement; (vii) any cause whatsoever (defense based upon an election of remedies by the Collateral Agent, including an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against Operations Co or Borrower or the failure by Operations Co or Borrower to do any act or omission thing or to observe or perform any covenant, condition or agreement to be observed or performed by it under the Financing Documents; (viii) any defense, setoff or counterclaim which may at any time be available to or asserted by Operations Co or Borrower against the Collateral Agent or any other Person under the Financing Documents; (ix) any duty on the part of the Lender) Collateral Agent to disclose to Pledgor any facts the Collateral Agent may now or hereafter know about Operations Co or Borrower, regardless of whether the liability of Collateral Agent has reason to believe that any such facts materially increase the Borrowerrisk beyond that which Pledgor intends to assume, or has reason to believe that such facts are unknown to Pledgor, or has a reasonable opportunity to communicate such facts to Pledgor; and (bx) any defense based on any claim that change in the Guarantor’s obligations exceed time, manner or are more burdensome than those place of any payment under, or in any other term of, the Financing Documents or any other amendment, 25902862.2 Amended and Restated Schedule 15 (Exhibit B) Pledge Agreement NG-KIH Project Implementation Agreement renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of the Borrower; Financing Documents. (c) To the extent permitted by Law, Pledgor waives the posting of any bond otherwise required of the Collateral Agent in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon any Pledged Collateral, to enforce any judgment or other security for the Secured Obligations, to enforce any judgment or other court order entered in favor of the Collateral Agent, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between Pledgor and the Collateral Agent. Pledgor further agrees that upon the occurrence and during the continuation of an Operations Co Financing Default, the Collateral Agent may elect to non-judicially or judicially foreclose against any real or personal property security it holds for the Secured Obligations or any part thereof, or to exercise any other remedy against Operations Co, Borrower or any other Person, any security or any guarantor, in each case in accordance with the Financing Documents, even if the effect of that action is to deprive Pledgor of the right to collect reimbursement from Operations Co, Borrower or any other Person for any sums paid by Pledgor to the Collateral Agent for the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; Secured Parties. (d) Until the payment and satisfaction in full of the Secured Obligations, (i) Pledgor shall have no right of subrogation and Pledgor waives all rights to enforce any right to require remedy which the Lender to proceed Collateral Agent may now have or hereafter have against the Operations Co or Borrower, proceed against or exhaust any security for and waives the Guaranteed Obligationsbenefit of, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right all rights to participate in in, any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty Collateral Agent from Operations Co and Borrower and (gii) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably Pledgor waives any defenses it claim, right or remedy which Pledgor may now have or hereafter acquire against Operations Co or Borrower that arises hereunder and/or from the performance of Pledgor’s contribution, indemnification, or participation in any way relating to any claim, right or all remedy of the foregoingCollateral Agent against Operations Co or Borrower, or any security which the Collateral Agent now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Any amount paid to Pledgor on account of any such subrogation rights prior to the payment and satisfaction in full of the Secured Obligations shall be held in trust for the benefit of the Collateral Agent and shall immediately thereafter be paid to the Collateral Agent for the benefit of the Secured Parties.

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

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

Certain Waivers. The Guarantor Borrower hereby irrevocably and unconditionally waives (i) promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other Loan Document or any other agreement or instrument relating thereto except to the fullest extent permitted by law otherwise provided herein, (aiii) all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of the Obligations, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving Borrower of any of its Obligations, (iv) any defense requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on or against the Mortgaged Property, or any part thereof, or on or against any other collateral for the Loan or exhaust any right or take any action against Borrower, Guarantor or any other Person or against any of the Mortgaged Property or any other collateral for the Loan, (v) any right or claim of right to cause a marshalling of Borrower's or Guarantor's assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of any disability payment by Borrower pursuant hereto or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting 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 whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and other Loan Documents. BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, 69 THE NOTES OR THE LOAN. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (g1) 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 suretiesINTERPOSE ANY COUNTERCLAIM THEREIN, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cashOTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR LENDERS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR LENDERS AND (2) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. The Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingNOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

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

Certain Waivers. The Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenderany Guaranteed Party) of the liability of any Borrower other than indefeasible payment and performance in full of the Borrower; Guaranteed Obligations, (b) any defense based on any claim that the such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; , (c) the benefit of any statute of limitations affecting the such Guarantor’s liability hereunder; , (d) any right to proceed, or to require the Lender any Guaranteed Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and of any defense based upon the doctrines of marshalling of assets or of election of remedies; Guaranteed Party whatsoever, (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; any Guaranteed Party and (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be affected by the genuineness, validity, regularity or enforceability construed to mean that any of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, nonabove-perfection or extent referenced provisions of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire California law are in any way relating applicable to any this Guaranty or all of the foregoingGuaranteed Obligations.

Certain Waivers. The Each Guarantor waives to the fullest extent permitted agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by law (a) any defense arising by reason of any disability the failure or other defense delay of the Borrower Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any other guarantor, or Person interested in the cessation from any cause whatsoever (including any act or omission of transactions contemplated by the Lender) of the liability of the BorrowerMerger Agreement; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting 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 change in the Lender ‘s power whatsoever and any defense based upon the doctrines time, place or manner of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms of Section 9.10 thereof or any agreement evidencing evidencing, securing or otherwise executed in connection with the Guaranteed Obligations (c) the addition, substitution, any legal or equitable discharge or release of any Person (other than the Guarantors) now or hereafter liable with respect to any of the Guaranteed Obligations, Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (d) any change in the corporate existence, validitystructure or ownership of Parent, enforceability, perfection, non-perfection Merger Sub or extent of any collateral therefor, other Person now or by any fact or circumstance relating hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (e) the existence of any claim, set-off, judgment or other right which might otherwise constitute a defense the Guarantors may have at any time against Parent, Merger Sub or the Guaranteed Party or any of their respective Affiliates, whether in connection with the Guaranteed Obligations or otherwise; (f) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the obligations Guaranteed Obligations; (g) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement or affecting any of their respective assets; or (h) any discharge of the Guarantor under this Guarantyas a matter of applicable law (other than as a result of, and to the extent of, payment of the Guaranteed Obligations in accordance with the terms of the Merger Agreement). To the fullest extent permitted by Law, each Guarantor hereby irrevocably expressly waives any and all rights or defenses it arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Guaranteed Obligations and all other notices of any kind (except for notices to be provided to Parent or Merger Sub pursuant to the Merger Agreement or notices expressly provided pursuant to this Limited Guarantee), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now have or hereafter acquire in effect, any way relating right to require the marshalling of assets of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than a breach by the Guaranteed Party of this Limited Guarantee). Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the foregoingtransactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Without limiting anything else in this Limited Guarantee, each Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Affiliates not to institute, directly or indirectly, any proceeding asserting the Prohibited Defenses or that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms.

Certain Waivers. (a) The Guarantor Company waives to the fullest extent permitted by law law: (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (bi) any defense based on any claim that the GuarantorCompany’s obligations exceed or are more burdensome than those of the BorrowerDesignated Borrowers or any of them; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (dii) any right to require the any Lender to proceed against the BorrowerDesignated Borrowers or any of them, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s any ▇▇▇▇▇▇’s power whatsoever and any defense based upon the doctrines doctrine of marshalling of assets or of election of remedies; (eiii) any benefit of and any right to participate in any security now or hereafter held by the any Lender; (fiv) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor Company under this Company Guaranty and (gv) 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, sureties other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. cash (other than inchoate indemnification liabilities arising under the Loan Documents as to which no claim has been made). (b) The Guarantor Company expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Company Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This To the fullest extent permitted by law, this Company Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations Obligations, any Loan Document or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations or the Loan Documents which might otherwise constitute a defense to the obligations of the Guarantor Company under this Company Guaranty, and the Guarantor Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Each Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Obligor, any Guarantor, any other Loan Party or any other Person, to proceed against any Obligor, any other Loan Party or any other Person to proceed against or exhaust any of the fullest extent permitted by law Collateral, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any other provisions of §9-611 of the New York UCC (aor 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 any Obligor, any Guarantor or any other guarantor, or the cessation from any cause whatsoever Person; (including any act or omission of the Lender) of the liability of the Borrower; (biv) any defense based on upon any claim that Guaranteed Party’s errors or omissions in the Guarantor’s obligations exceed or are more burdensome than those administration of the Borrower; (c) the benefit of any statute of limitations affecting 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 whatsoever and ; (v) any defense based upon the doctrines of marshalling of assets or of an election of remedies; remedies (eincluding, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of any benefit Guarantor or the right of and any right Guarantor to participate in proceed against any security now Obligor or hereafter held by the Lender; (f) any fact or circumstance related to other obligor of the Guaranteed Obligations which might otherwise constitute a defense for reimbursement; and (vi) without limiting the generality of the foregoing, to the obligations of the Guarantor under this Guaranty and (g) 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 or which may conflict with the defense that terms of this Guaranty, including any rights and defenses available to the Guaranteed Obligations have been fully performed Guarantors by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. As provided below, this Guaranty shall be governed by, and indefeasibly paid construed in full in cashaccordance with, the laws of the State of New York. The Guarantor expressly waives all presentmentsforegoing is included solely out of an abundance of caution, demands for payment and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. (a) The Guarantor waives to the fullest extent permitted by law (ai) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the LenderSecured Parties) of the liability of the any Borrower; (bii) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (ciii) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (div) any right to require the Lender any Secured Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s Secured Parties’ power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedieswhatsoever; (ev) until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, any benefit of and any right to participate in any security now or hereafter held by the LenderSecured Parties; and (fvi) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) 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 the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by For purposes of this paragraph only, references to the genuineness“ principal ” include each of HIL and Holdings and references to the “ creditor ” include each Secured Party. In accordance with Section 2856 of the California Civil Code, validitythe Guarantor waives, regularity or enforceability until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to the Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses the Guarantor may have by reason of protection afforded to the principal with respect to any instrument or agreement evidencing any of the Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent to any other guarantor of any collateral therefor, or by any fact or circumstance relating to of the Guaranteed Obligations which might otherwise constitute a defense with respect to any of such guarantor’s obligations under its guarantee, in either case in accordance with the obligations antideficiency or other laws of the Guarantor under State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed the Guarantor’s right of subrogation and reimbursement against the principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise. No other provision of this GuarantyGuaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Agreement shall be governed by, and shall be construed and enforced in accordance with the Guarantor hereby irrevocably waives laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any defenses it may now have or hereafter acquire of the above-referenced provisions of California law are in any way relating applicable to this Guaranty or to any or all of the foregoingGuaranteed Obligations.