Common use of Certain Waivers Clause in Contracts

Certain Waivers. The Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty.

Certain Waivers. The (a) Holdings and each Subsidiary Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoingwaives, to the fullest extent permitted by law, (i) any defense arising by reason of any disability or other defense of any Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of Borrowers; (ii) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of any Borrower; (iii) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (iv) any right to require any Lender Party to proceed against any Borrower, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (v) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; and (vi) to the fullest extent permitted by law, any and all other defenses (other than a defense of payment in full) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Holdings and each Subsidiary Guarantor expressly 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 Secured Obligations, and all notices of acceptance of this Guarantee or of the existence, creation or incurrence of new or additional Secured Obligations, 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, enforceability, subordination or 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 conflict 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 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 action, or the absence of any action, 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 Borrower or other Loan Party, as debtor-in-possession under Section 364 of the 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 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 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 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 terms exercise of this Guarantyany 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 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 full amount of the Loan Obligations.

Certain Waivers. The Each Guarantor waives hereby knowingly, voluntarily and agrees not to assertexpressly waives: (i) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrower and of any of the matters referred to in Section 2 and of any rights to consent thereto; (ii) any right to require the Guaranteed Parties or any Guaranteed Party of them, as a condition of payment or performance by such Guarantor hereunder, to marshal assets proceed against, or to exhaust or have resort to any Collateral or other security from or any deposit balance or other credit in favor of any Designated Borrowerof, the GuarantorBorrower, any other Loan Party Guarantor or any other PersonPerson directly or indirectly liable for any Guaranteed Obligations, to proceed against the Designated Borrowers, any other Loan Party 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, remedynotwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, power contribution, reimbursement or privilege subrogation or other right or remedy of any Guarantor against the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Party whatsoever; (ii) Obligations or any such Collateral or other security; and, without limiting the defense generality of the statute foregoing, each Guarantor hereby specifically waives the benefits of limitations in any action hereunder or for the collection or performance Sections 26-7 through 26-9, inclusive, of the Guaranteed ObligationsGeneral Statutes of North Carolina, as amended from time to time, and any similar statute or law of any other jurisdiction, as the same may be amended from time to time; (iii) any right or defense based on or arising by reason of any lack of corporate right or other authority or any other defense of the Designated Borrowers Borrower or any other Person, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any Collateral or other security therefor or any Credit Document or other agreement or instrument delivered pursuant thereto, or the cessation of the liability of the Borrower for any reason other than the satisfaction of the Termination Requirements; (iv) any defense based upon on any Guaranteed Party’s errors acts or omissions in the administration of the Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other security for any of the foregoing, and promptness, diligence or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (v) any rights right to assert against any Guaranteed Party, as a defense, counterclaim, crossclaim or set-offs off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against any Guaranteed Party (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and counterclaims;satisfaction and usury), other than compulsory counterclaims and other than the payment in full in cash of the Guaranteed Obligations; and (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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from on or afforded by any applicable law limiting that limits the liability of or exonerating exonerates guarantors or sureties, sureties or which that may in any other way conflict with the terms of this Guaranty.

Certain Waivers. The (a) Holdings and each Subsidiary Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoingwaives, to the fullest extent permitted by law, (i) any defense arising by reason of any disability or other defense of any Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of Borrowers; (ii) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of any Borrower; (iii) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (iv) any right to require any Lender Party to proceed against any Borrower, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (v) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; and (vi) to the fullest extent permitted by law, any and all other defenses (other than a defense of payment in full) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Holdings and each Subsidiary Guarantor expressly 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 Secured Obligations, and all notices of acceptance of this Guarantee or of the existence, creation or incurrence of new or additional Secured Obligations, 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, enforceability, subordination or 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 conflict 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 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 action, or the absence of any action, 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 Borrower or other Loan Party, as debtor-in-possession under Section 364 of the 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 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 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 terms exercise of this Guarantyany 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 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 full amount of the Loan Obligations.

Certain Waivers. The Each Guarantor waives hereby knowingly, voluntarily and agrees not to assertexpressly waives: (i) presentment, demand for payment, demand for performance, protest and notice of any other kind, including notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrower and of any of the matters referred to in Section 2 and of any rights to consent thereto; (ii) any right to require the Guaranteed Parties or any Guaranteed Party of them, as a condition of payment or performance by such Guarantor hereunder, to marshal assets proceed against, or to exhaust or have resort to any Collateral or other security from or any deposit balance or other credit in favor of any Designated Borrowerof, the GuarantorBorrower, any other Loan Party Guarantor or any other PersonPerson directly or indirectly liable for any Guaranteed Obligations, to proceed against the Designated Borrowers, any other Loan Party 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, remedynotwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, power contribution, reimbursement or privilege subrogation or other right or remedy of any Guarantor against the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in Obligations or any action hereunder such Collateral or for the collection or performance of the Guaranteed Obligationsother security; (iii) any right or defense based on or arising by reason of any lack of corporate right or other authority or any other defense of the Designated Borrowers Borrower or any other Person, including any defense based on or arising from a lack of authority or other disability of the Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any Collateral or other security therefor or any Credit Document or other agreement or instrument delivered pursuant thereto, or the cessation of the liability of the Borrower for any reason other than the satisfaction of the Termination Requirements; (iv) any defense based upon on any Guaranteed Party’s errors acts or omissions in the administration of the Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other security for any of the foregoing, and promptness, diligence or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (v) any rights right to set-offs assert against any Guaranteed Party, as a defense, counterclaim, crossclaim or setoff, any defense, counterclaim, claim, right of recoupment or setoff that it may at any time have against any Guaranteed Party (including failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and counterclaims;satisfaction and usury), other than compulsory counterclaims and other than the payment in full in cash of the Guaranteed Obligations; and (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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from on or afforded by any applicable law limiting that limits the liability of or exonerating exonerates guarantors or sureties, sureties or which that may in any other way conflict with the terms of this Guaranty.

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 the Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated BorrowersBorrower, any other Loan Party 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers Borrower or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated the Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty.

Certain Waivers. The Each Guarantor waives and agrees that the obligations of such Guarantor hereunder shall not to assert: be released or discharged, in whole or in part, or otherwise affected by: (ia) any right to require any the failure or delay on the part of the Guaranteed Party to marshal assets in favor of assert any Designated Borrower, the Guarantor, claim or demand or to enforce any other Loan Party right or remedy against Parent or Merger Sub or any other PersonGuarantor; (b) any change in the time, to proceed against the Designated Borrowers, any other Loan Party place or any other Person, to proceed against or exhaust manner of payment of any of the CollateralGuaranteed Obligations, to give notice or any waiver, compromise, consolidation or other amendment or modification of any of the termsterms or provisions of the Merger Agreement or Financing Letters made in accordance with the terms thereof or any agreement evidencing, time and place securing or otherwise executed in connection with any of the Guaranteed Obligations; (c) the addition, substitution or release of any public or private sale of personal property security constituting the Collateral entity or other collateral for Person now or hereafter liable with respect to the Guaranteed Obligations or comply with otherwise interested in the transactions contemplated by the Merger Agreement (including any other provisions Guarantor); (d) any change in the corporate existence, structure or ownership of § 9-611 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 (including any other Guarantor); (e) 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 (including any other Guarantors); (f) the adequacy of any means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; (g) the value, genuineness, validity, regularity, illegality or enforceability of the New York Uniform Commercial Code Financing Letters, in each case in accordance with the terms and provisions thereof; or (h) any discharge of a Guarantor as a matter of applicable Law or any equivalent provision equity (other than a discharge of any other applicable law) or a Guarantor with respect to pursue any other right, remedy, power or privilege the Guaranteed Obligations as a result of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations indefeasible payment in any action hereunder or for the collection or performance full of the Guaranteed Obligations; (iii) Obligations in accordance with their terms or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent under the Merger Agreement). To the fullest extent permitted by Law, the Guarantors hereby expressly waive any defense and all rights or defenses arising by reason of any lack Law which would otherwise require any election of corporate or other authority or any other defense remedies by the Guaranteed Party. Each Guarantor waives promptness, diligence, notice of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’s errors or omissions in the administration acceptance of this Limited Guaranty and of the Guaranteed Obligations; , presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (v) other than notices required to be made to Parent or Merger Sub pursuant to the Merger Agreement), all defenses which may be available by virtue of any rights valuation, stay, moratorium Law or other similar Law now or hereafter in effect or any right to set-offs and counterclaims; (vi) any defense based upon an election require the marshalling of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys assets of Parent or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against any Designated Borrower Merger Sub or any other obligor Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement (including any other Guarantor). 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 Guaranty are knowingly made in contemplation of such benefits. Each Guarantor hereby unconditionally waives any rights that it may now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Obligations for reimbursement; and Party against Parent or Merger Sub, 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 or Merger Sub, 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, and no Guarantor shall exercise any such rights unless and until all amounts payable by such Guarantor under this Limited Guaranty (viiwhich shall be subject to such Guarantor’s Cap) without limiting the generality shall have been indefeasibly paid in full in immediately available funds. If any amount shall be paid to any Guarantor in violation of the foregoing, immediately preceding sentence at any time prior to the fullest extent permitted payment in full in immediately available funds of all amounts payable by lawsuch Guarantor under this Limited Guaranty (which shall be subject to such Guarantor’s Cap), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of such Guarantor and shall forthwith be promptly paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to all amounts payable by such Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that each Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty (which in any event shall be subject to such Guarantor’s Cap) that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or benefits that may be derived from or afforded by applicable law limiting willful misconduct of the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this GuarantyGuaranteed Party.

Certain Waivers. The Guarantor waives and agrees not to assert: the fullest extent permitted by law (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other Person; guarantor, or the cessation from any cause whatsoever (ivincluding any act or omission of the Lender) of the liability of the Borrower; (b) any defense based upon on any Guaranteed Partyclaim that the Guarantor’s errors obligations exceed or omissions in are more burdensome than those of the administration 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; (v) , or pursue any rights to set-offs other remedy in the Lender ‘s power whatsoever and counterclaims; (vi) any defense based upon an the doctrines of marshalling of assets or of election of remedies remedies; (including, if available, an election e) any benefit of and any right to proceed participate in any security now or hereafter held by nonjudicial foreclosurethe Lender; (f) any fact or circumstance related to the Guaranteed Obligations which destroys or impairs might otherwise constitute a defense to the subrogation rights obligations of the Guarantor or the right of the Guarantor to proceed against under this Guaranty and (g) any Designated Borrower or any and all other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any 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 which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms 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 and agrees not to assert: the fullest extent permitted by Applicable Law (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority defense of any Obligor or any other defense guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the Designated Borrowers or liability of any other Person; Obligor; (ivb) any defense based upon on any claim that such Guarantor’s obligations exceed or are more burdensome than those of any Borrower or any other Obligor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against any Borrower or any other Obligor, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Secured Party’s errors power whatsoever and any defense based upon the doctrines of marshalling of assets or omissions of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; (f) any defense relating to the administration 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; ; (vg) any rights to set-offs and counterclaims; amendment or waiver of the term of any Guaranteed Obligation; (vih) any defense based upon an election law or regulation 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 any Designated Borrower jurisdiction or any other obligor event affecting any term of a Guaranteed Obligation; (i) any fact or circumstance related to the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, which might otherwise constitute a defense to the fullest extent permitted by law, obligations of such Guarantor under this Guaranty and (j) 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. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Guarantor waives hereby knowingly, voluntarily and agrees not to assertexpressly waives: (ia) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Note Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to NYSE and of any of the matters referred to in Section 2 hereof and of any rights to consent thereto; (b) any right to require the Guaranteed Parties or any Guaranteed Party of them, as a condition of payment or performance by the Guarantor hereunder, to marshal assets proceed against, or to exhaust or have resort to any collateral or other security from or any deposit balance or other credit in favor of any Designated Borrowerof, the GuarantorNYSE, any other Loan Party Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of the Guarantor against NYSE, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such collateral or other security; (c) any right or defense based on or arising by reason of any right or defense of NYSE or any other Person, to proceed against the Designated Borrowersincluding, without limitation, any defense based on or arising from a lack of authority or other Loan Party disability of NYSE or any other Person, to proceed against the invalidity or exhaust any of the Collateral, to give notice of the terms, time and place unenforceability of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any Note Document or other provisions of § 9-611 agreement or instrument delivered pursuant thereto, or the cessation of the New York Uniform Commercial Code (or liability of NYSE for any equivalent provision reason other than the satisfaction of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoeverthe Termination Requirement; (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 lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (ivd) any defense based upon on any Guaranteed Party’s errors acts or omissions in the administration of the Guaranteed Obligations, any guaranty, security or other liability in respect thereof or any collateral or other security for any of the foregoing, and promptness, diligence, or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such security; (ve) any rights right to assert against any Guaranteed Party, as a defense, counterclaim, crossclaim or set-offs off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against any Guaranteed Party in respect of the Guaranteed Obligations (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and counterclaims;satisfaction and usury), other than compulsory counterclaims and other than the indefeasible payment in full in cash of the Guaranteed Obligations; and (vif) 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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from on or afforded by any applicable law limiting that limits the liability of or exonerating exonerates guarantors or sureties, sureties or which that may in any other way conflict with the terms of this Guaranty.

Certain Waivers. The Each Guarantor waives hereby knowingly, voluntarily and agrees not to assertexpressly waives: (i) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrowers and of any of the matters referred to in Section 2 and of any rights to consent thereto; (ii) any right to require any the Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party Parties or any other Personof them, as a condition of payment or performance by such Guarantor hereunder, to proceed against against, or to exhaust or have resort to any Collateral or other security from or any deposit balance or other credit in favor of, the Designated Borrowers, any other Loan Party Guarantor or any other PersonPerson directly or indirectly liable for any Guaranteed Obligations, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, remedynotwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, power contribution, reimbursement or privilege subrogation or other right or remedy of any Guarantor against the Borrowers, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in Obligations or any action hereunder such Collateral or for the collection or performance of the Guaranteed Obligationsother security; (iii) any right or defense based on or arising by reason of any lack of corporate right or other authority or any other defense of the Designated Borrowers or any other Person, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Borrowers or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any Collateral or other security therefor or any Credit Document or other agreement or instrument delivered pursuant thereto, or the cessation of the liability of the Borrowers for any reason other than the satisfaction of the Termination Requirements; (iv) any defense based upon on any Guaranteed Party’s errors acts or omissions in the administration of the Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other security for any of the foregoing, and promptness, diligence or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (v) any rights right to set-offs assert against any Guaranteed Party, as a defense, counterclaim, crossclaim or setoff, any defense, counterclaim, claim, right of recoupment or setoff that it may at any time have against any Guaranteed Party (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and counterclaims;satisfaction and usury), other than compulsory counterclaims and other than the payment in full in cash of the Guaranteed Obligations; and (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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from on or afforded by any applicable law limiting that limits the liability of or exonerating exonerates guarantors or sureties, sureties or which that may in any other way conflict with the terms of this Guaranty.

Certain Waivers. The Each Guarantor waives and agrees not to assert: (ia) any right to require any Guaranteed Party to marshal assets in favor defense arising by reason of any Designated disability or other defense of the Borrower, the Guarantor, any other Loan Party or any other Personguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Creditor Party) of the liability of the Borrower (other than the defense of prior payment and performance in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any requirement to proceed against the Designated Borrowers, Borrower or any other Loan Party or any other PersonParty, 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 Obligations, or comply with any other provisions of § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, remedy in the power or privilege of any Guaranteed Creditor Party whatsoever; ; (iie) the defense any benefit of the statute of limitations and any right to participate in any action hereunder security now or for the collection or performance of the Guaranteed Obligations; hereafter held by any Creditor Party; and (iiif) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor’s right to assert any claim that would constitute a setoff or which may conflict 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 terms Guaranteed Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Each Guarantor waives and agrees not to assert: (ia) any right defense to require any the payment of the Guaranteed Party to marshal assets in favor Obligations arising by reason of any Designated disability or other defense of the Borrower, the Guarantor, any other Loan Party Guarantor or any other Personguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Creditor Party) of the liability of the Borrower (other than the defense of prior payment in full of the Guaranteed Obligations); (b) any defense to the payment of the Guaranteed Obligations based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any requirement to proceed against the Designated Borrowers, any other Loan Party Borrower or any other PersonGuarantor, to proceed against or exhaust any of collateral securing the CollateralGuaranteed Obligations, to give notice of or pursue any other remedy in the terms, time and place power of any public or private sale Creditor Party whatsoever; (e) any benefit of personal property security constituting the Collateral or other and any right to participate in any collateral for securing the Guaranteed Obligations now or comply with hereafter held by any other provisions of § 9-611 of the New York Uniform Commercial Code Creditor Party; and (or any equivalent provision of any other applicable lawf) 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 lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses to the payment of the Guaranteed Obligations (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Guaranteed Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations; provided, however, that nothing in this Section 10.03 shall be deemed a waiver of Borrower’s right to assert any compulsory counterclaim, if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of Borrower’s right to independently assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against the Administrative Agent or any Lender under this Agreement in any separate action or proceeding.

Certain Waivers. 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 Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority defense of any Borrower or any other defense guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiary) of the Designated liability of any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of any Borrower or any other guarantor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Beneficiary to proceed against any Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Administrative Agent’s or any other Beneficiary’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other Beneficiary; (f) any defense based on any claim that the liability and obligations of such 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 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 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, (ivv) the existence of any set-off, counterclaim, claim or other right which 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 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 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 applicable law, any defense based upon any Guaranteed Party’s errors or omissions in the administration failure of the Guaranteed Obligations; (v) Beneficiaries or 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 other Person on behalf of the Guarantor or the right of the Guarantor Beneficiaries to proceed against any Designated give to either Borrower or any Guarantor notice of any sale or other obligor disposition of any property securing any or all of the Guaranteed Obligations for reimbursement; and 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 (viixv) without limiting the generality 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 foregoing, 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, except for the indefeasible payment in full of the Obligations. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. The Guarantor waives (a) Each Credit Party and agrees not each Subsidiary thereof hereby absolutely and unconditionally waives, in each case with respect to assert: 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 right and all obligations, liabilities, agreements, arrangements or instruments, including without limitation, in any action or proceeding brought to require obtain a court order recognizing the Lien of Agent in and to any Guaranteed Party to marshal assets in favor Collateral, (ii) except as expressly provided herein, all notices and demands of any Designated Borrowerdescription, (iii) the Guarantorpleading of any statute of limitations, and (iv) any other Loan duty, responsibility or obligation of any Lender Party or any other Person, with respect to proceed against the Designated Borrowers, any other Loan Party or any other Person, to proceed against or exhaust any of the Collateral, including, without limitation, to give notice priority or preference to any item of the termsCollateral, time and place marshal assets, take possession or sell any Collateral with judicial process, collect any sums due in respect of any public Collateral, or private sale of personal property security constituting the protect or preserve any Collateral or other collateral for the Guaranteed Obligations any rights thereto or comply 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 whole or in part, by any Lender Party under or in connection with any other provisions Loan Document shall affect the liability of § 9-611 of the New York Uniform Commercial Code (any Credit Party or any equivalent Subsidiary thereof, or operate as a waiver of any provision of any other applicable law) Loan Document or to pursue preclude any other rightor further course of action or dealing, remedyforbearance, power event, act or privilege omission under or in connection with any provision of any Guaranteed Loan Document. Each waiver or consent under any Loan Document shall be limited solely to the express terms and conditions of such waiver or consent. Notwithstanding any other provision of any Loan Document, no Lender Party whatsoever;waives any violation under any Loan Document by virtue of completing the Closing or funding any Loan. Unless expressly provided otherwise, any matter subject to any Lender 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) 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 lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’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 (includingAGREES AND CONSENTS THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, 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 Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this GuarantyAND 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 Guarantor Borrower hereby irrevocably and unconditionally waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor promptness and diligence, (ii) notice of any Designated Borrower, the Guarantor, actions taken by Lender hereunder or under any other Loan Party Document or any other Personagreement or instrument relating hereto or thereto except to the extent otherwise provided herein, to proceed against the Designated Borrowers, any other Loan Party 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason 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 lack of corporate its obligations hereunder or under the other authority or any other defense of the Designated Borrowers or any other Person; Loan Documents, (iv) any defense based upon requirement that Lender protect, secure, perfect or insure any Guaranteed Party’s errors lien on any collateral for the Loan or omissions in exhaust any right or take any action against Borrower, Guarantor or any other person or entity or against any collateral for the administration of the Guaranteed Obligations; Loan, (v) any rights right or claim of right to set-offs cause a marshalling of Borrower's assets 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 all rights of the Guarantor subrogation or the right contribution, whether arising by contract or operation of the Guarantor law or otherwise by reason of payment by Borrower pursuant hereto or to proceed against any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and Loan Document. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, 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 (viiW) without limiting the generality of the foregoingINJUNCTIVE RELIEF, to the fullest extent permitted by law(X) A TRIAL BY JURY, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties(Y) INTERPOSE ANY COUNTERCLAIM THEREIN, or which may conflict with the terms of this GuarantyOTHER THAN A COMPULSORY COUNTERCLAIM AND (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING 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 Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any 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 Borrower or any other guarantor; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Administrative Agent’s or any other Beneficiary’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other Beneficiary; (f) any defense based on any claim that 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, (ivv) 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 Guaranteed Party’s errors or omissions in the administration failure of the Guaranteed Obligations; 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 (vxv) any rights to set-offs and counterclaims; (vi) any defense based upon an election bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of remedies (includingdebt, if availableliquidation or dissolution proceeding commenced by or against the Borrower, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Guarantor or the right any other Person, including any discharge or bar against collection of any of the Guarantor to proceed against any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursementObligations; and and (viif) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, except for the indefeasible payment in full of the Obligations. The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. The Guarantor waives hereby knowingly, voluntarily and agrees not to assertexpressly waives: (iA) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrowers and of any of the matters referred to in Section 1.2 and of any rights to consent thereto; (B) any right to require the Guaranteed Parties or any Guaranteed Party of them, as a condition of payment or performance by the Guarantor hereunder, to marshal assets proceed against, or to exhaust or have resort to any collateral or other security from or any deposit balance or other credit in favor of of, any Designated Borrower, the Guarantor, any other Loan Party Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of the Guarantor against the Borrowers, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such collateral or other security; (C) any right or defense based on or arising by reason of any right or defense of any Borrower or any other Person, to proceed against the Designated Borrowersincluding, without limitation, any defense based on or arising from a lack of authority or other Loan Party disability of any Borrower or any other Person, to proceed against the invalidity or exhaust any of the Collateral, to give notice of the terms, time and place unenforceability of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any Credit Document or other provisions of § 9-611 agreement or instrument delivered pursuant thereto, or the cessation of the New York Uniform Commercial Code (or liability of the Borrowers for any equivalent provision reason other than the satisfaction of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoeverthe Termination Requirements; (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 lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (ivD) any defense based upon on any Guaranteed Party’s errors acts or omissions in the administration of the Guaranteed Obligations, any guaranty, security or other liability in respect thereof or any collateral or other security for any of the foregoing, and promptness, diligence, or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such security; (vE) any rights right to assert against any Guaranteed Party, as a defense, counterclaim, crossclaim or set-offs off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against any Guaranteed Party in respect of the Guaranteed Obligations (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and counterclaims;satisfaction and usury), other than compulsory counterclaims and other than the indefeasible payment in full in cash of the Guaranteed Obligations; and (viF) 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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from on or afforded by any applicable law limiting that limits the liability of or exonerating exonerates guarantors or sureties, sureties or which that may in any other way conflict with the terms of this Guaranty.

Certain Waivers. The Each Guarantor waives and agrees not to assert: the fullest extent permitted by law (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority defense of any Borrower, any other Guarantor or any other defense guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guarantee Beneficiary) of the Designated Borrowers or liability of any other Person; Borrower; (ivb) any defense based upon on any Guaranteed Partyclaim that such Guarantor’s errors obligations exceed or omissions in are more burdensome than those of any Borrower (or all Borrowers); (c) the administration benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent to proceed against any Borrower, proceed against or exhaust any security for the Guaranteed Obligations; (v) , or pursue any rights to set-offs other remedy in the Administrative Agent’s or any other Guarantee Beneficiary’s power whatsoever and counterclaims; (vi) any defense based upon an the doctrines of marshalling of assets or of election of remedies remedies; (including, if available, an election e) any benefit of and any right to proceed participate in any security now or hereafter held by nonjudicial foreclosureany Guarantee Beneficiary; (f) any fact or circumstance related to the Guaranteed Obligations which destroys might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty; (g) any law or impairs the subrogation rights regulation of the Guarantor or the right of the Guarantor to proceed against any Designated Borrower jurisdiction or any other obligor event affecting any term of the a Guaranteed Obligations for reimbursement; and Obligation and (viih) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and paid in full in cash. Each Guarantor expressly waives all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of a Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. 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 Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other Person; guarantor, or the cessation from any cause whatsoever (ivincluding any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based upon on any Guaranteed Partyclaim that such Guarantor’s errors obligations exceed or omissions in the administration are more burdensome than those 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 any Designated Borrower or any other obligor Loan Party; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against the Guaranteed Obligations Borrower or any other Loan Party, proceed against or exhaust any security for reimbursementthe Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; and (viie) without limiting the generality any benefit of the foregoing, and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by lawLaw, any and all other defenses or benefits that may be derived from or afforded by applicable law 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 conflict 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 indefeasible payment in full of the Obligations). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. The Guarantor waives and agrees not to assert: the fullest extent permitted by law (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other Person; guarantor, or the cessation from any cause whatsoever (ivincluding any act or omission of the Lender) of the liability of the Borrower; (b) any defense based upon on any Guaranteed Partyclaim that the Guarantor’s errors obligations exceed or omissions in are more burdensome than those of the administration 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; (v) , or pursue any rights to set-offs other remedy in the Lender ’s power whatsoever and counterclaims; (vi) any defense based upon an the doctrines of marshalling of assets or of election of remedies remedies; (including, if available, an election e) any benefit of and any right to proceed participate in any security now or hereafter held by nonjudicial foreclosurethe Lender; (f) any fact or circumstance related to the Guaranteed Obligations which destroys or impairs might otherwise constitute a defense to the subrogation rights obligations of the Guarantor or the right of the Guarantor to proceed against under this Guaranty and (g) any Designated Borrower or any and all other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any 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 which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms 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 (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor (other than full payment and agrees not performance), or the cessation from any cause whatsoever (including any act or omission of any 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 assert: 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; (e) any right to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Agent’s or any other Secured Party’s power whatsoever; (f) any benefit of and any right to participate in any security now or hereafter held by the Agent or any other Secured Party; (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 right furnishing to require any Guaranteed Party to marshal assets in favor of the Secured Parties of any Designated Borrowersecurity 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 proceed 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 the Designated Borrowers, any other Loan Party or any other PersonPerson to recover payments made under this Guaranty; (m) any nonperfection or impairment of any security interest or other Lien on any collateral, to proceed against or exhaust if any, securing in any way 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 § 9-611 of the New York Uniform Commercial Code Guarantied Obligations; (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiin) any defense arising application of sums paid by reason of any lack of corporate or other authority Loan Party or any other defense Person with respect to the liabilities of any Loan Party to any of the Designated Borrowers 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 other Person; amendment hereto or thereto, proves to have been incorrect or misleading in any respect; (ivr) any defense based upon statement, representation or warranty made or deemed made by or on behalf of any Guaranteed Party’s errors or omissions in the administration of the Guaranteed Obligations; (v) Loan Party under any rights to set-offs and counterclaims; (vi) any defense based upon an election of remedies (includingGuarantied Document, 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 Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursementamendment hereto or thereto, proves to have been incorrect or misleading in any respect; and and (viis) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. 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, including but not limited to the benefits of N.C. General Statutes §§ 26‑7 through 26‑9 inclusive, as amended, or which may conflict with the terms of this Guarantyany similar statute.

Certain Waivers. The Each Guarantor waives and agrees not to assert: the fullest extent permitted by law (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority defense of any Borrower, any other Guarantor or any other defense guarantor, or the cessation from any cause whatsoever (including any act or omission of the Designated Borrowers Administrative Agent or any other Person; Lender Party) of the liability of any Borrower; (ivb) any defense based upon on any Guaranteed Partyclaim that such Guarantor’s errors obligations exceed or omissions in are more burdensome than those of any Borrower; (c) the administration benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Lender Party to proceed against any Borrower, proceed against or exhaust any security for the Guaranteed Obligations; (v) , or pursue any rights to set-offs other remedy in the Administrative Agent’s or any Lender Party’s power whatsoever and counterclaims; (vi) any defense based upon an the doctrine of marshalling of assets or of election of remedies remedies; (including, if available, an election e) any benefit of and any right to proceed participate in any security now or hereafter held by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against any Designated Borrower Administrative Agent or any other obligor of Lender Party; (f) any fact or circumstance related to the Guaranteed Obligations for reimbursement; and which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (viig) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. 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 may conflict with might otherwise constitute a defense to the terms obligations of a Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Each Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party the Lender to marshal assets in favor of any Designated Borrowerthe Company, the such Guarantor, any other Loan Party or any other Person, to proceed against the Designated BorrowersCompany, any other Loan Party 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 § §9-611 of the New York Uniform Commercial Code UCC (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party the Lender 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 lack of corporate or other authority or any other defense of the Designated Borrowers Company, such Guarantor or any other Person; (iv) any defense based upon any Guaranteed Partythe 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 such Guarantor or the right of the such Guarantor to proceed against any Designated Borrower the Company, or any other obligor of the Guaranteed Obligations for reimbursement; and (viivi) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any rights and defenses available to any Guarantor by reason of Sections 2787 to 2855, inclusive, 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 is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. The (a) Each Guarantor waives and agrees not waives, to assert: the extent permitted by applicable Law, (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other Person; guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (ii) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (iii) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (iv) any defense based upon right to proceed against the Borrower or any Guaranteed other Loan Party’s errors , proceed against or omissions exhaust any security for the Secured Obligations, or pursue any other remedy in the administration power of the Guaranteed Obligations; any Secured Party whatsoever; (v) any rights benefit of and any right to set-offs participate in any security now or hereafter held by any Secured Party; 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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Secured Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Secured Obligations. (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 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 to exercise any of its rights under Section 696 of the Civil and Commercial Code of Thailand unless and until the Guaranteed Obligations have been fully and irrevocably paid, repaid or discharged.

Certain Waivers. The Guarantor (a) Pledgor hereby waives and relinquishes, to the maximum extent permitted by applicable law, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert: assert or take advantage of any such rights or remedies, including: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, Lender to proceed against the Designated Borrowers, any other Loan Party Person or any other Person, to proceed against or exhaust any of security held by the Collateral, to give notice of the terms, Lender at any 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 Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; remedy in the Lender's powers before proceeding against Pledgor; (ii) the any defense that may arise by reason of the statute incapacity, lack of limitations in power or authority, death, dissolution, merger, termination or disability of Pledgor or any action hereunder other Person or for the collection or performance failure of the Guaranteed Obligations; Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of Pledgor or any other Person; (iii) any defense arising right to enforce any remedy that the Lender may have against any Person and any right to participate in any security held by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; Lender until the Obligations have been paid in full; (iv) any defense based upon right to require the Lender to give any Guaranteed Party’s errors notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or omissions in the administration of the Guaranteed Obligations; acceleration, or to make any presentments, demands or protests; (v) any rights right to set-offs assert the bankruptcy or insolvency of any Person as a defense hereunder or as the basis for rescission hereof and counterclaims; any defense arising because of the Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (vi) 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; (vii) any defense based on the repudiation of the Loan Documents by any Person, the failure by the Lender to enforce any claim against Pledgor or any other Person or the unenforceability in whole or in part of any Loan Document; (viii) all suretyship and guarantor's defenses generally; (ix) 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 enforcement by the Lender of, this Agreement; (x) any requirement on the part of the Lender to mitigate the damages resulting from any default; (xi) any defense based upon an election of remedies (includingby the Lender, if available, including an election to proceed by nonjudicial non judicial rather than judicial foreclosure) , which destroys or otherwise impairs the subrogation rights of the Guarantor or Pledgor, the right of the Guarantor Pledgor to proceed against another Person for reimbursement, or both; (xii) any Designated Borrower duty on the part of the Lender to disclose to Pledgor any facts the Lender may now or hereafter know, regardless of whether the Lender has reason to believe that any such facts materially increase the risk 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; (xiii) any defense based on any change in the time, manner or place of any payment under, or in any other term of, the Loan Documents or any other obligor amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of the Guaranteed Obligations for reimbursementLoan Documents; andand (xiv) any defense based upon any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. (viib) without limiting To the generality of the foregoing, to the fullest extent permitted by law, Pledgor waives the posting of any defenses bond otherwise required of the Lender in connection with any judicial process or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiesproceeding to obtain possession of, replevy, attach, or which levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of the Lender, 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 Lender. Pledgor further agrees that upon the occurrence and during the continuation of an Event of Default, the Lender may conflict with elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the terms Obligations or any part thereof; or to exercise any other remedy against any Person, any security or any guarantor, even if the effect of this Guarantythat action is to deprive Pledgor of the right to collect reimbursement from any Person for any sums paid by Pledgor to the Lender.

Certain Waivers. The Each Guarantor waives and agrees that its obligations hereunder shall not to assert: be released or discharged, in whole or in part, or otherwise affected by (ia) any right to require any the failure or delay of the Guaranteed Party to marshal assets in favor of assert any Designated Borrowerclaim or demand or to enforce any right or remedy against Parent, the Guarantor, any other Loan Party Merger Sub or any other PersonPerson interested in the transactions contemplated by the Merger Agreement; (b) any change in the time, to proceed against place or manner of payment of the Designated Borrowers, any other Loan Party Guarantor Obligations or any rescission, waiver, compromise, consolidation or other Person, to proceed against amendment or exhaust modification of any of the Collateral, to give notice terms or provisions of the termsMerger Agreement made in accordance with the terms of Section 9.10 thereof or any agreement evidencing, time and place 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 public Person now or private sale hereafter liable with respect to any of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with 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 provisions 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 § 9any claim, set-611 of off, judgment or other right which such Guarantor may have at any time against Parent, Merger Sub or the New York Uniform Commercial Code (Guaranteed Party or any equivalent provision of their respective Affiliates, whether in connection with the Guarantor Obligations or otherwise; (f) the adequacy of any other applicable law) or to pursue any other right, remedy, power or privilege of any means the Guaranteed Party whatsoever; (ii) the defense may have of the statute of limitations in any action hereunder or for the collection or performance of obtaining payment related to the Guaranteed Obligations; ; (iiig) any defense 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, each Guarantor hereby expressly waives any and all rights or defenses arising by reason of any lack Law which would otherwise require any election of corporate 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 authority similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent, Merger Sub or any other defense of the Designated Borrowers Person now or any other Person; (iv) any defense based upon any Guaranteed Party’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights hereafter liable with respect 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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and or otherwise interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (vii) without 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 transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Without limiting the generality of the foregoinganything 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 the fullest extent permitted by lawinstitute, directly or indirectly, any defenses proceeding asserting the Prohibited Defenses or benefits that may be derived from this Limited Guarantee is illegal, invalid or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict unenforceable in accordance with the terms of this Guarantyits 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 sureties or guarantors and, except as expressly set forth in this Guaranty, agrees not to assertassert or take advantage of any such waived and relinquished rights or remedies, including: (ia) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, Beneficiary to proceed against or exhaust any security held by Beneficiary before proceeding against Guarantor; (b) any defense that may arise by reason of the Collateralincapacity, lack of authority, death or disability of any other person or the failure of Beneficiary to give file or enforce a claim against the estate (in administration, bankruptcy or any other similar proceeding) of any other person; (c) except as expressly contemplated herein demand, presentment, protest and notice of any kind, including without limitation notice of the termsexistence, time and place creation or incurring of any public new or private sale additional obligation or of personal property security constituting any action or non-action on the Collateral or other collateral for the Guaranteed Obligations or comply with any other provisions of § 9-611 part of the New York Uniform Commercial Code Principal or Beneficiary (or any equivalent provision other than a breach by Beneficiary of any other of its obligations under the applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoeverDocument); (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 lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vid) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) Beneficiary which destroys or otherwise impairs the subrogation rights of the Guarantor or Guarantor, the right of the Guarantor to proceed against the Principal for reimbursement, or both; (e) any Designated Borrower duty on the part of Beneficiary to disclose to Guarantor any facts Beneficiary may now or hereafter know about the Principal, regardless of whether 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 the Principal and of all circumstances bearing on the risk of non-payment of any Obligations 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 grant of a security interest under Section 364 of the Bankruptcy Code; (h) demands, diligence, presentment, notices and any other obligor 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 Principal is or may be entitled under the Guaranteed Document arising from or out of the Guaranteed Obligations for reimbursementDocument or at law or in equity; and (viij) without limiting any defense based upon any statute or rule of law which provides that the generality obligation of the foregoing, to the fullest extent permitted by law, any defenses or benefits a surety must be neither larger in amount nor in other respects more burdensome than that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guarantya principal.

Certain Waivers. The Guarantor Borrower hereby irrevocably and unconditionally waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor promptness and diligence, (ii) notice of any Designated Borrower, the Guarantor, actions taken by Administrative Agent or any Lender hereunder or under any other Loan Party Document or any other Personagreement or instrument relating hereto or thereto except to the extent otherwise provided herein, to proceed against the Designated Borrowers, any other Loan Party 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason 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 lack of corporate its obligations hereunder or under the other authority or any other defense of the Designated Borrowers or any other Person; Loan Documents, (iv) any defense based upon requirement that Administrative Agent or any Guaranteed Party’s errors Lender protect, secure, perfect or omissions in insure any lien on any collateral for the administration of Loan or exhaust any right or take any action against Borrower, Guarantor or any other Person or against any collateral for the Guaranteed Obligations; Loan, (v) any rights right or claim of right to set-offs cause a marshalling of Borrower's assets 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 all rights of the Guarantor subrogation or the right contribution, whether arising by contract or operation of the Guarantor law or otherwise by reason of payment by Borrower pursuant hereto or to proceed against any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and Loan Document. 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 (viiW) without limiting the generality of the foregoingINJUNCTIVE RELIEF, to the fullest extent permitted by law(X) A TRIAL BY JURY, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties(Y) INTERPOSE ANY COUNTERCLAIM THEREIN, or which may conflict with the terms of this GuarantyOTHER THAN A COMPULSORY COUNTERCLAIM, AND (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING 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 Pledgor hereby waives and relinquishes, to the maximum extent permitted by applicable law, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assertassert or take advantage of any such rights or remedies, including: (a) any right to require Lender to proceed against the Borrower or any other Person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power before proceeding against Pledgor; (b) any defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of the Pledge Parties 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 the Pledge Parties or any other Person; (c) any right to enforce any remedy that Lender may have against the Borrower or any other Person and any right to participate in any security held by Lender until the Obligations have been paid and the covenants of the Credit Documents have been performed in full; (d) except for notices expressly provided for herein or in any other Credit Document, 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 Credit Agreement or any of the Credit Documents; (e) any right to assert the bankruptcy or insolvency of Pledgor, the Borrower or any other Person as a defense hereunder or as the basis for rescission hereof and any defense arising because of Lender’s election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code; (f) any right under any law purporting to reduce Pledgor’s obligations hereunder if the Obligations are reduced other than as a result of payment or performance of such Obligations; (g) any defense based on the repudiation of the Credit Documents by the Pledge Parties or any other Person, the failure by Lender to enforce any claim arising out of an alleged breach of any Credit Document against the Pledge Parties or any other Person or the unenforceability in whole or in part of any Credit Documents; (h) all suretyship and guarantor’s defenses generally (other than full payment and performance of the Obligations); (i) any right to require insist upon, plead or in any Guaranteed Party to marshal assets in favor of any Designated Borrower, manner whatsoever claim or take the Guarantorbenefit or advantage of, any other Loan Party appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law or exemption, whether now or at any other Persontime hereafter in force, to proceed against which may delay, prevent or otherwise affect the Designated Borrowersperformance by Pledgor of its obligations under, any other Loan Party or any other Personthe enforcement by Lender of, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoeverthis Agreement; (iij) any requirement on the defense part of Lender to mitigate the statute of limitations in damages resulting from any action hereunder or for the collection or performance of the Guaranteed Obligationsdefault; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vik) any defense based upon an election of remedies (includingby Lender, if available, including an election to proceed by nonjudicial non-judicial rather than judicial foreclosure) , which destroys or otherwise impairs the subrogation rights of the Guarantor or Pledgor, the right of the Guarantor Pledgor to proceed against the Borrower or another Person for reimbursement, or both; (l) any Designated Borrower defense based on any offset against any amounts which may be owed by any Person to Pledgor for any reason whatsoever; (m) any defense whatsoever on the part of any Pledge Party based on any act, failure to act, delay, omission or failure to observe or perform any covenant, condition or agreement to be observed or performed by it under the Credit Documents; (n) any defense, setoff or counterclaim which may at any time be available to or asserted by any Pledge Party or any of their respective Affiliates against Lender or any other obligor Person under the Credit Documents; provided that nothing in this clause (n) shall be deemed a waiver of any claim by a Pledge Party under the Guaranteed Obligations for reimbursementCredit Documents; (o) any duty on the part of Lender to disclose to Pledgor any facts Lender may now or hereafter know about any Pledge Party or any of their respective 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 has reason to believe that such facts are unknown to Pledgor, or has a reasonable opportunity to communicate such facts to Pledgor; and (viip) without limiting any defense based on (i) any change in the generality time, manner or place of any payment under the foregoingCredit Documents, to (ii) any increase in the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting Obligations under the liability of or exonerating guarantors or suretiesCredit Documents, or which may conflict with (iii) any modification, amendment, renewal, extension, acceleration, compromise, waiver of, consent to or any other departure from the terms of this Guarantythe Credit Documents.

Certain Waivers. The Each Guarantor waives hereby knowingly, voluntarily and agrees not to assertexpressly waives: (i) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Loan Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrower and of any of the matters referred to in Section 2 and of any rights to consent thereto; (ii) any right to require the Guaranteed Parties or any Guaranteed Party of them, as a condition of payment or performance by such Guarantor hereunder, to marshal assets proceed against, or to exhaust or have resort to any security from or any deposit balance or other credit in favor of any Designated Borrowerof, the GuarantorBorrower, any other Loan Party Guarantor or any other PersonPerson directly or indirectly liable for any Guaranteed Obligations, to proceed against the Designated Borrowers, any other Loan Party 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, remedynotwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, power contribution, reimbursement or privilege subrogation or other right or remedy of any Guarantor against the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in Obligations or any action hereunder or for the collection or performance of the Guaranteed Obligationssuch security; (iii) any right or defense based on or arising by reason of any lack of corporate right or other authority or any other defense of the Designated Borrowers Borrower or any other Person, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any security therefor or any Loan Document or other agreement or instrument delivered pursuant thereto, or the cessation of the liability of the Borrower for any reason other than the satisfaction of the Termination Requirements; (iv) any defense based upon on any Guaranteed Party’s errors acts or omissions in the administration of the Guaranteed Obligations, any guaranty or other liability in respect thereof or any security for any of the foregoing, and promptness, diligence or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such security; (v) any rights right to assert against any Guaranteed Party, as a defense, counterclaim, crossclaim or set-offs off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against any Guaranteed Party (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and counterclaims;satisfaction and usury), other than compulsory counterclaims and other than the payment in full in cash of the Guaranteed Obligations; and (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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from on or afforded by any applicable law limiting that limits the liability of or exonerating exonerates guarantors or sureties, sureties or which that may in any other way conflict with the terms of this Guaranty.

Certain Waivers. The Each Guarantor waives and agrees not to assertwaives: (ia) any the right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, Beneficiary to proceed against the Designated Borrowers, any other Loan Party Company or any other PersonObligor, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other rightremedy in the Beneficiary’s power whatsoever, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) and the defense right to have the property of the statute of limitations in Company or any action hereunder or for other Obligor first applied to the collection or performance discharge of the Guaranteed Guarantied Obligations; (iiib) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) 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 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 right to assert against the Beneficiary any defense arising (whether legal or equitable) (other than payment), set-off, counterclaim and other right that any Guarantor may now or any time hereafter have against the Company or any other Obligor; (f) presentment, demand for payment or performance (including diligence in making demands hereunder), notice of dishonor or nonperformance, protest, acceptance and notice of acceptance of this Guaranty, and all other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor may have by reason of any lack of corporate or other authority or any other defense failure of the Designated Borrowers or any other PersonBeneficiary to comply with Applicable Law in connection with a disposition of Collateral; (ivh) all defenses that at any defense based upon time may be available to such Guarantor by virtue of any Guaranteed Party’s errors valuation, stay, moratorium or omissions other law now or hereafter in the administration of the Guaranteed Obligationseffect; (vi) any rights failure, omission, delay or lack of diligence on the part of the Beneficiary to set-offs and counterclaims;enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (vij) any defense based upon an election of remedies (includingALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS 2787 TO 2855, if availableINCLUSIVE, 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 Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this GuarantyAND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAW.

Certain Waivers. The Each Guarantor waives and agrees not to asserthereby waives: (ia) any the right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, Purchaser to proceed against any or all of the Designated Borrowers, any Issuers or other Loan Party or any other PersonObligors, 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 CollateralIssuers or any other Obligor first applied to the discharge of the Guarantied Obligations; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Laws purporting to reduce a guarantor's obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor's liability hereunder and under Section 359.5 of the California Code of Civil Procedure; (d) 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 the Purchaser, even though that election of remedies, such as non-judicial foreclosure with respect to give the security for a Guarantied Obligation, has destroyed such Guarantor's rights of subrogation and reimbursement against any Issuer; (e) any right to assert against the Purchaser any defense (other than payment), set-off, counterclaim and other right that any Guarantor may now or any time hereafter have against any Issuer or other Obligor; (f) presentment, demand for payment or performance (including diligence in making demands hereunder), notice of the termsdishonor or nonperformance, time protest, acceptance and place notice of acceptance of this Guaranty, and all other notices of any kind, with respect to the Guarantied Obligations; (g) any rights, defenses and other 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 personal property security constituting the Collateral or other collateral for (ii) any election made by the Guaranteed Obligations or comply with any other provisions of § 9-611 Purchaser under Section 9501(4) of the New York California Uniform Commercial Code (or similar provision); (h) all defenses that at any equivalent provision time may be available to any Guarantor by virtue of any valuation, stay, moratorium or other applicable lawlaw now or hereafter in effect, and 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 diligence on the part of the Purchaser to pursue enforce, assert or exercise any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) remedy conferred on the defense Purchaser in respect of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Guarantied Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty.

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 Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority defense of any Borrower or any other defense guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the Designated Borrowers or any other Person; liability of the Borrowers; (ivb) any defense based upon on any Guaranteed Partyclaim that such Guarantor’s errors obligations exceed or omissions in are more burdensome than those of any Borrower; (c) the administration benefit of the Guaranteed Obligations; any statute of limitations affecting such Guarantor’s liability hereunder; (vd) subject to Section 10.05, 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 any Designated Borrower Borrower, proceed against or exhaust any security for the Obligations, or pursue any other obligor remedy in the power of the Guaranteed Obligations for reimbursementany Secured Party whatsoever; and (viie) without limiting the generality subject to Section 10.05, any benefit of the foregoing, and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. To the fullest extent permitted under applicable Law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Obligations.

Certain Waivers. 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 Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty.

Certain Waivers. The Guarantor waives hereby knowingly, voluntarily and agrees not to assertexpressly waives: (iA) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrower and of any of the matters referred to in Section 1.2 and of any rights to consent thereto; (B) any right to require the Guaranteed Parties or any Guaranteed Party of them, as a condition of payment or performance by the Guarantor hereunder, to marshal assets proceed against, or to exhaust or have resort to any collateral or other security from or any deposit balance or other credit in favor of any Designated Borrowerof, the GuarantorBorrower, any other Loan Party Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of the Guarantor against the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such collateral or other security; (C) any right or defense based on or arising by reason of any right or defense of the Borrower or any other Person, to proceed against the Designated Borrowersincluding, without limitation, any defense based on or arising from a lack of authority or other Loan Party disability of the Borrower or any other Person, to proceed against the invalidity or exhaust any of the Collateral, to give notice of the terms, time and place unenforceability of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any Credit Document or other provisions of § 9-611 agreement or instrument delivered pursuant thereto, or the cessation of the New York Uniform Commercial Code (or liability of the Borrower for any equivalent provision reason other than the satisfaction of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoeverthe Termination Requirements; (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 lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (ivD) any defense based upon on any Guaranteed Party’s errors acts or omissions in the administration of the Guaranteed Obligations, any guaranty, security or other liability in respect thereof or any collateral or other security for any of the foregoing, and promptness, diligence, or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such security; (vE) any rights right to assert against any Guaranteed Party, as a defense, counterclaim, crossclaim or set-offs off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against any Guaranteed Party in respect of the Guaranteed Obligations (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and counterclaims;satisfaction and usury), other than compulsory counterclaims and other than the indefeasible payment in full in cash of the Guaranteed Obligations; and (viF) 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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from on or afforded by any applicable law limiting that limits the liability of or exonerating exonerates guarantors or sureties, sureties or which that may in any other way conflict with the terms of this Guaranty.

Certain Waivers. The Guarantor waives and agrees not to assert: the fullest extent permitted by law (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority defense of any Borrower or any other defense guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guarantee Beneficiary) of the Designated Borrowers or liability of any other Person; Borrower; (ivb) any defense based upon on any Guaranteed Partyclaim that the Guarantor’s errors obligations exceed or omissions in are more burdensome than those of any Borrower (or all Borrowers); (c) the administration benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent to proceed against any Borrower, proceed against or exhaust any security for the Guaranteed Obligations; (v) , or pursue any rights to set-offs other remedy in the Administrative Agent’s or any other Guarantee Beneficiary’s power whatsoever and counterclaims; (vi) any defense based upon an the doctrines of marshalling of assets or of election of remedies remedies; (including, if available, an election e) any benefit of and any right to proceed participate in any security now or hereafter held by nonjudicial foreclosureany Guarantee Beneficiary; (f) any fact or circumstance related to the Guaranteed Obligations which destroys or impairs might otherwise constitute a defense to the subrogation rights obligations of the Guarantor under this Guaranty; (g) any law or the right regulation of the Guarantor to proceed against any Designated Borrower jurisdiction or any other obligor event affecting any term of the a Guaranteed Obligations for reimbursement; and Obligation and (viih) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and paid in full in cash. The Guarantor expressly waives all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms 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 hereby knowingly, voluntarily and agrees not to assertexpressly waives: (i) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrower and of any of the matters referred to in Section 2 and of any rights to consent thereto; (ii) any right to require the Guaranteed Parties or any Guaranteed Party of them, as a condition of payment or performance by the Guarantor hereunder, to marshal assets proceed against, or to exhaust or have resort to any security from or any deposit balance or other credit in favor of any Designated Borrowerof, the Guarantor, any other Loan Party Borrower or any other PersonPerson directly or indirectly liable for any Guaranteed Obligations, to proceed against the Designated Borrowers, any other Loan Party 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, remedynotwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, power contribution, reimbursement or privilege subrogation or other right or remedy of the Guarantor against the Borrower or any other Person directly or indirectly liable for any Guaranteed Obligations or any such Collateral or other security; and, without limiting the generality of the foregoing, the Guarantor hereby specifically waives the benefits of Sections 26-7 through 26-9, inclusive, of the General Statutes of North Carolina, as amended from time to time, and any similar statute or law of any Guaranteed Party whatsoever; (ii) other jurisdiction, as the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligationssame may be amended from time to time; (iii) any right or defense based on or arising by reason of any lack of corporate right or other authority or any other defense of the Designated Borrowers Borrower or any other Person, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, or any Credit Document or other agreement or instrument delivered pursuant thereto, or the cessation of the liability of the Borrower for any reason other than the satisfaction of the Termination Requirements; (iv) any defense based upon on any Guaranteed Party’s errors 's acts or omissions in the administration of the Guaranteed Obligations, and any guaranty or other liability in respect thereof; (v) any rights right to assert against any Guaranteed Party, as a defense, counterclaim, crossclaim or set-offs off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against any Guaranteed Party (including, without limitation, failure of consideration, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims;; and (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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from on or afforded by any applicable law limiting that limits the liability of or exonerating exonerates guarantors or sureties, sureties or which that may in any other way conflict with the terms of this Guaranty.

Certain Waivers. The Parent Guarantor hereby irrevocably waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by lawlaw (other than a defense of payment or performance) (a) any 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 Loan Party or the cessation from any cause whatsoever of the liability of the Borrower or any other Loan Party; (iv) any claim that the Parent Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (v) 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; (c) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent, any Lender, any Issuing Bank or the Swingline Lender whatsoever; (d) any benefit of and any right to participate in any security now or hereafter held as security for the Obligations; (e) presentment or protest to, demand of or payment from the Borrower or any other Guarantor of any of the Obligations; (f) notice of 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. The Parent Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. The To the fullest extent permitted by applicable Law, each Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority defense of any Borrower or any other defense Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the Designated Borrowers or liability of any Borrower other Person; than indefeasible payment and performance in full of the Guaranteed Obligations, (ivb) any defense based upon on any Guaranteed Partyclaim that such Guarantor’s errors obligations exceed or omissions in are more burdensome than those of any Borrower, (c) the administration benefit of the Guaranteed Obligations; any statute of limitations affecting such Guarantor’s liability hereunder, (vd) any rights right to set-offs and counterclaims; (vi) require 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 Secured Party to proceed against any Designated Borrower Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other obligor remedy in any Secured Party’s power whatsoever, (e) any benefit of the Guaranteed Obligations for reimbursement; and and any right to participate in any security now or hereafter held by any Secured Party and (viif) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. To the fullest extent not prohibited by applicable Law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Guaranteed Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority defense of either Borrower or any other defense guarantor, or the cessation from any cause whatsoever (including any act or omission of the Designated Borrowers Administrative Agent or any other Person; Secured Party) of the liability of either Borrower other than payment in full of the Guaranteed Obligations; (ivb) any defense based upon on any Guaranteed Partyclaim that the Guarantor’s errors obligations exceed or omissions in the administration are more burdensome than those of the Guaranteed Obligations; Borrowers; (vc) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any rights right to set-offs and counterclaims; (vi) require the Administrative Agent or 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 other Secured Party to proceed against the Borrowers, proceed against or exhaust any Designated Borrower security for the Indebtedness, or pursue any other remedy in the Administrative Agent’s or any other obligor Secured Party’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Obligations for reimbursementAdministrative Agent or any other Secured Party; and and (viif) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Guaranteed Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. The Guarantor waives any rights and defenses that are or may become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. The Guarantor Borrower hereby irrevocably and unconditionally waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor promptness and diligence, (ii) notice of any Designated Borrower, the Guarantor, actions taken by Administrative Agent or any Lender hereunder or under any other Loan Party Document or any other Personagreement or instrument relating hereto or thereto except to the extent otherwise provided herein, to proceed against the Designated Borrowers, any other Loan Party 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason 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 lack of corporate its obligations hereunder or under the other authority or any other defense of the Designated Borrowers or any other Person; Loan Documents, (iv) any defense based upon requirement that Administrative Agent or any Guaranteed Party’s errors Lender protect, secure, perfect or omissions in insure any lien on any collateral for the administration of Loan or exhaust any right or take any action against Borrower, Guarantor or any other Person or against any collateral for the Guaranteed Obligations; Loan, (v) any rights right or claim of right to set-offs cause a marshalling of Borrower’s assets 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 all rights of the Guarantor subrogation or the right contribution, whether arising by contract or operation of the Guarantor law or otherwise by reason of payment by Borrower pursuant hereto or to proceed against any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and Loan Document. 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 (viiW) without limiting the generality of the foregoingINJUNCTIVE RELIEF, to the fullest extent permitted by law(X) A TRIAL BY JURY, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties(Y) INTERPOSE ANY COUNTERCLAIM THEREIN, or which may conflict with the terms of this GuarantyOTHER THAN A COMPULSORY COUNTERCLAIM, AND (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING 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 and agrees not to assert: the fullest extent permitted by law (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower, any other Loan Party, or any other Person; guarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (ivincluding any act or omission of any Secured Party) of the liability of the Borrower (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds); (b) any defense based upon on any Guaranteed Partyclaim that the Guarantor’s errors obligations exceed or omissions in are more burdensome than those of the administration Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations; (v) , or pursue any rights to set-offs other remedy in the power of any Secured Party whatsoever and counterclaims; (vi) any defense based upon an the doctrines of marshalling of assets or of election of remedies remedies; (including, if available, an election e) any benefit of and any right to proceed participate in any security now or hereafter held by nonjudicial foreclosureany Secured Party; (f) any fact or circumstance related to the Guaranteed Obligations which destroys or impairs might otherwise constitute a defense to the subrogation rights obligations of the Guarantor or under this Guaranty (other than the right of the Guarantor to proceed against any Designated Borrower or any other obligor of defense that the Guaranteed Obligations for reimbursementhave been fully performed and paid in full in immediately available funds); and and (viig) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds). 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 (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 conflict with now have or hereafter acquire in any way relating to any or all of the terms of this Guarantyforegoing (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds).

Certain Waivers. The Guarantor waives and agrees not to assert: the fullest extent permitted by law (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other Person; guarantor, or the cessation from any cause whatsoever (ivincluding any act or omission of any 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 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 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 Guaranteed benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other Secured Party’s errors ; (f) any fact or omissions in the administration of circumstance related to the Guaranteed Obligations; (v) any rights Obligations which might otherwise constitute a defense 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 obligations of the Guarantor or under this Guaranty (other than the right of the Guarantor to proceed against any Designated Borrower or any other obligor of defense that the Guaranteed Obligations for reimbursement; and have been fully performed and indefeasibly paid in full in cash) and (viig) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law 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 which may conflict performance, notices of nonpayment or 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 (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 Each Guarantor waives and agrees not to assert: the fullest extent permitted by law (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority defense of any Obligor or any other defense guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the Designated Borrowers or liability of any other Person; Obligor; (ivb) any defense based upon on any claim that such Guarantor’s obligations exceed or are more burdensome than those of any Borrower or any other Obligor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against any Borrower or any other Obligor, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Secured Party’s errors power whatsoever and any defense based upon the doctrines of marshalling of assets or omissions of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; (f) any defense relating to the administration 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; ; (vg) any rights to set-offs and counterclaims; amendment or waiver of the term of any Guaranteed Obligation; (vih) any defense based upon an election law or regulation 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 any Designated Borrower jurisdiction or any other obligor event affecting any term of a Guaranteed Obligation; (i) any fact or circumstance related to the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, which might otherwise constitute a defense to the fullest extent permitted by law, obligations of such Guarantor under this Guaranty and (j) 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. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Each Guarantor waives and agrees not to asserthereby waives: (i) any 3.5.1. the right to require any Guaranteed Lender Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party Borrower or any other PersonObligor, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, remedy in such Lender Party's power whatsoever and the right to have the property of the Borrower or privilege any other Obligor first applied to the discharge of the Obligations; 3.5.2. all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantor's obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; 3.5.3. the benefit of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in affecting the Obligations or Guarantor's liability hereunder and of Section 359.5 of the California Code of Civil Procedure; 3.5.4. any action hereunder 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 collection Borrower by the operation of Section 580d of the California Code of Civil Procedure or otherwise; 3.5.5. any right to assert against any Lender 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 or any other Obligor; 3.5.6. presentment, demand for payment or performance (including diligence in making demands hereunder), notice of the Guaranteed Obligationsdishonor or nonperformance, protest, acceptance and notice of acceptance of this Guaranty, and all other notices of any kind; (iii) 3.5.7. all defenses that at any defense arising time may be available to such Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; 3.5.8. any rights, defenses and other benefits such Guarantor may have by reason of any lack failure of corporate any Lender Party to comply with Applicable Law in connection with the disposition of Collateral; 3.5.9. any rights or other authority defenses the Guarantor may have because the Obligations are secured by real property or an estate for years, including any other defense rights or defenses that are based upon, directly or indirectly, the application of Section 580a, 580b, 580d, or 726 of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’s errors or omissions in California Code of Civil Procedure to 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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) 3.5.10. without limiting the generality of the foregoingforegoing or any other provision hereof, to the fullest extent permitted by lawEACH GUARANTOR HEREBY WAIVES ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO THE GUARANTOR BY REASON OF SECTIONS 2787 TO 2855, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiesINCLUSIVE, or which may conflict with the terms of this GuarantyAND SECTION 3433 OF THE CALIFORNIA CIVIL CODE.

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 Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other Person; guarantor, or the cessation from any cause whatsoever (ivincluding any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based upon on any Guaranteed Partyclaim that such Guarantor’s errors obligations exceed or omissions in the administration are more burdensome than those 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 any Designated Borrower or any other obligor Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Guaranteed Obligations Borrower or any other Loan Party, proceed against or exhaust any security for reimbursementthe Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; and (viie) without limiting the generality any benefit of the foregoing, and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the 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 conflict with 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 terms amount of this Guarantythe 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 acknowledges and agrees that (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of any other security or Collateral interests, and without the necessity at any time of having to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwise, (b) it will not to assert: (i) assert any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party action first be taken against the Borrowers or any other Person, to proceed against the Designated Borrowers, Person (including any other Loan Party 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision pursuit of any other applicable law) remedy or to pursue enforcement any other right, remedy, power (c) it will not assert any defenses (i) with respect to any change in the corporate existence or privilege structure of any Guaranteed Party whatsoever; Borrower, (ii) the defense with respect to any Law of any jurisdiction or any event affecting any term of the statute obligations of limitations in any action hereunder each Guarantor under this Section or for the collection or performance of the Guaranteed Obligations; (iii) as a result or related to any other circumstance that might constitute a defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated 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 obligor Credit Documents or 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 Guaranteed Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations for reimbursement; and 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 (viif) without limiting it will not seek, and hereby waives any right, to have the generality Collateral or any part thereof marshaled upon any foreclosure or other disposition of the foregoingCollateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability exercise of or exonerating guarantors or sureties, or which may conflict with the terms rights of this Guarantycontribution pursuant to Section 9.6.

Certain Waivers. The Each Guarantor waives waives, in each case to the extent permitted under any Applicable Law: (a) any requirement, and agrees not any right to assert: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 time be available to the Borrower or any other Guarantor or guarantor; (i) any right notice of acceptance of and intention to require any Guaranteed Party to marshal assets in favor rely on the Loan Documents, (ii) notice of the making or renewal of any Designated BorrowerLoans, the Guarantor, issuance of any Letters of Credit or other extensions of credit hereunder and of the incurrence or renewal of any other Loan Party or any other PersonGuaranteed Obligations, to proceed against the Designated Borrowers, any other Loan Party or any other Person, to proceed against or exhaust (iii) notice of any of the Collateralmatters 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, to give including any notice of the termsdefault, time demand, dishonor, presentment and place protest; (d) any defense based upon, arising out of or in any public way related to (i) any claim that any sale or private sale other disposition of personal property security constituting the Collateral or any other collateral for the Guaranteed Obligations was not conducted in a commercially reasonable fashion or comply with any other provisions that a public sale, should the Guaranteed Parties have elected to so proceed, was, in and of § 9-611 itself, not a commercially reasonable method of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other rightsale, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense any claim that any election of the statute of limitations in any action hereunder or for the collection or performance of remedies by the Guaranteed Obligations; 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 defense claim based upon, arising by reason out of or in any lack of corporate or other authority or way related to any other defense of the Designated Borrowers or any other Person; matters referred to in Section 10.07 and (iv) any defense based upon any Guaranteed Party’s errors or omissions in claim that the administration of Loan Documents should be strictly construed against 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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursementParties; and (viie) without limiting the generality of the foregoingALL OTHER DEFENSES UNDER APPLICABLE LAW THAT WOULD, to the fullest extent permitted by lawBUT FOR THIS CLAUSE (e), any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this GuarantyBE 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 Each Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower, Parent, or any other Person; guarantor, or the cessation from any cause whatsoever (ivincluding any act or omission of any Credit Party) of the liability of the Borrower (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 upon on any Guaranteed Partyclaim that any Guarantor’s errors obligations exceed or omissions in the administration are more burdensome than those of the Guaranteed Obligations; Borrower; (vc) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any rights right 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 require the subrogation rights of the Guarantor or the right of the Guarantor Credit Parties to proceed against the Borrower, proceed against or exhaust any Designated Borrower security for the Indebtedness, or pursue any other obligor remedy in the Credit Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Obligations for reimbursementCredit Parties; and and (viif) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict 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 terms Guaranteed Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. 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 Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other Person; guarantor, or the cessation from any cause whatsoever (ivincluding any act or omission of any 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 upon on any Guaranteed Partyclaim that such Guarantor’s errors obligations exceed or omissions in the administration are more burdensome than those of the Guaranteed Obligations; Borrower; (vc) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) 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, proceed against or exhaust any Designated Borrower security for the Obligations, or pursue any other obligor remedy in the power of the Guaranteed Obligations for reimbursementany Secured Party whatsoever; and (viie) without limiting the generality any benefit of the foregoing, and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Obligations.

Certain Waivers. The Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrowerthe Company, the Guarantor, any other Loan Party Guarantor or any other Person, to proceed against the Designated Borrowers, any other Loan Party Company or any other Person, 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 § §9-611 of the New York Uniform Commercial Code UCC (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers Company, the Guarantor or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower the Company or any other obligor of the Guaranteed Obligations for reimbursement; and (viivi) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any rights and defenses available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 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 is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed 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 to assert: be released or discharged, in whole or in part, or otherwise affected by (ia) any right to require any the failure of the Guaranteed Party to marshal assets in favor of assert any Designated Borrowerclaim or demand or to enforce any right or remedy against the Parent, the GuarantorMerger Sub, any other Loan Party or any other Personperson interested in the transactions contemplated by the Merger Agreement; (b) change in the time, to proceed against place or manner of payment of the Designated BorrowersObligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any other Loan Party of the terms of the Merger Agreement or any other Personagreement evidencing, to proceed 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 exhaust 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 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 Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to . To the fullest extent permitted by law, each Guarantor hereby expressly waives any and all rights or defenses or benefits that 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 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 derived available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of any person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally, including, without limitation, any event, condition or circumstance that might be construed to constitute, an equitable or legal discharge of 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 such benefits. Each Guarantor hereby covenants and agrees that it shall not institute, and shall cause its respective affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or afforded by applicable law limiting unenforceable in accordance with its terms, subject to (i) the liability effects of insolvency, bankruptcy, reorganization or exonerating guarantors other similar proceedings and (ii) general equitable principles (whether considered in a proceeding in equity or suretiesat 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 which may conflict with in connection with, the terms of Merger Agreement, the Abax Equity Financing or the transactions contemplated thereby against the Guarantors or any Non-Recourse Party (as defined below), except for claims against the Guarantors under this GuarantyLimited Guarantee (subject to the limitations contained herein).

Certain Waivers. The Guarantor Each of Springleaf and the Subsidiary Guarantors waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other Person; guarantor, or the cessation from any cause whatsoever (ivincluding any act or omission of any Secured Party) of the liability of the Borrower; (b) any defense based upon on any Guaranteed Partyclaim that Springleaf’s errors or omissions in the administration Subsidiary Guarantors’ obligations exceed or are more burdensome than those of the Guaranteed Obligations; Borrower; (vc) the benefit of any statute of limitations affecting Springleaf’s or the Subsidiary Guarantors’ liability hereunder; (d) 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, proceed against or exhaust any Designated Borrower security for the Obligations, or pursue any other obligor remedy in the power of the Guaranteed Obligations for reimbursementany Secured Party whatsoever; and (viie) without limiting the generality any benefit of the foregoing, and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each of Springleaf and the Subsidiary Guarantors expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. The Guarantor waives hereby knowingly, voluntarily and agrees not to assertexpressly waives: a. presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (i) including notice of default under the Notes or the Indenture with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Company and of any of the matters referred to in Section 2 hereof and of any rights to consent thereto; b. any right to require the Guaranteed Parties or any Guaranteed Party of them, as a condition of payment or performance by the Guarantor hereunder, to marshal assets proceed against, or to exhaust or have resort to any collateral or other security from or any deposit balance or other credit in favor of any Designated Borrowerof, the GuarantorCompany, any other Loan Party Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any collateral or other security for any Guaranteed Obligations or for any guarantee or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of the Guarantor against the Company, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such collateral or other security; c. any right or defense based on or arising by reason of any right or defense of the Company or any other Person, to proceed against the Designated Borrowersincluding, without limitation, any defense based on or arising from a lack of authority or other Loan Party disability of the Company or any other Person, to proceed against the invalidity 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege unenforceability of any Guaranteed Party whatsoeverObligations, any Notes or the Indenture or other agreement or instrument delivered pursuant thereto, or the cessation of the liability of the Company for any reason other than the satisfaction of the Termination Requirement; (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 lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) d. any defense based upon on any Guaranteed Party’s errors acts or omissions in the administration of the Guaranteed Obligations, any guarantee, security or other liability in respect thereof or any collateral or other security for any of the foregoing, and promptness, diligence, or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such security; (v) e. any rights right to assert against any Guaranteed Party, as a defense, counterclaim, crossclaim or set-offs and counterclaims; (vi) off, any defense based upon an election of remedies (includingdefense, if availablecounterclaim, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Guarantor or the claim, right of the Guarantor to proceed recoupment or set-off that it may at any time have against any Designated Borrower or any other obligor Guaranteed Party in respect of the Guaranteed Obligations for reimbursement(including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims and other than the indefeasible payment in full in cash of the Guaranteed Obligations; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, f. any defenses or benefits that may be derived from defense based on or afforded by any applicable law limiting that limits the liability of or exonerating exonerates guarantors or sureties, sureties or which that may in any other way conflict with the terms of this GuarantyGuarantee.

Certain Waivers. The Each Guarantor waives and agrees not to assert: (ia) any right to require any Guaranteed Party to marshal assets in favor defense arising by reason of any Designated disability or other defense of the Borrower, the Guarantor, any other Loan Party or any other Personguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Creditor Party) of the liability of the Borrower (other than the defense of prior payment and performance in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any requirement to proceed against the Designated Borrowers, Borrower or any other Loan Party or any other PersonParty, 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 Obligations, or comply with any other provisions of § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, remedy in the power or privilege of any Guaranteed Creditor Party whatsoever; ; (iie) the defense any benefit of the statute of limitations and any right to participate in any action hereunder security now or for the collection or performance of the Guaranteed Obligations; hereafter held by any Creditor Party; and (iiif) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor’s right to assert any claim that would constitute a setoff or which may conflict 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 terms Guaranteed Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Parent Guarantor hereby irrevocably waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by lawlaw (a) any defenses (other than a defense 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 Loan Party or the cessation from any cause whatsoever of the liability of the Borrower or any other Loan Party; (iv) any claim that the Parent Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (v) 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; (c) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent, any Lender, any L/C Issuer, the Swing Line Lender or any other Secured Party whatsoever; (d) any benefit of and any right to participate in any security now or hereafter held as security for the Guaranteed Obligations; (e) presentment or protest to, demand of or payment from the Borrower or any other Guarantor of any of the Guaranteed Obligations; (f) notice of 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. The Parent Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Guaranteed Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Guarantor Administrative Borrower waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority defense of any Loan Party or any Foreign Swap Obligor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other defense Secured Party) of the Designated Borrowers liability of any Loan Party or any other Person; Foreign Swap Obligor; (ivb) any defense based upon on any Guaranteed Partyclaim that the Administrative Borrower’s errors obligations under this Borrower Guaranty exceed or omissions in the administration are more burdensome than those of the Guaranteed Obligations; Guarantors or any Foreign Swap Obligor; (vc) the benefit of any statute of limitations affecting the Administrative Borrower’s liability under this Borrower Guaranty; (d) any rights right to set-offs and counterclaims; (vi) require the Administrative Agent or 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 other Secured Party to proceed against any Designated Borrower other Loan Party or any Foreign Swap Obligor, proceed against or exhaust any security for the Guarantor Primary Obligations or Foreign Subsidiary F/X Obligations, or pursue any other remedy in the Administrative Agent’s or any other obligor Secured Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Obligations for reimbursementAdministrative Agent or any other Secured Party; and and (viif) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties, other than payment in full in cash of all Obligations (other than unasserted contingent obligations not yet due) and termination of all Commitments. For so long as any Obligations remain outstanding, the Administrative Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Guaranteed Subsidiary Obligations, and all notices of acceptance of this GuarantyBorrower Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Subsidiary Obligations.

Certain Waivers. The Guarantor Pledgor hereby waives and relinquishes, to the maximum extent permitted by applicable Legal Requirements, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert: assert or take advantage of any such rights or remedies, including: (ia) any law limiting remedies under an obligation secured by 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 such sale or otherwise; (b) any right to require any Guaranteed Party Lender to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party proceed against Pledged Company or any other Person, to proceed against the Designated Borrowers, any other Loan Party Person or any other Person, to proceed against or exhaust any of the Collateral, to give notice of the terms, security held by Lender at any 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 Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, remedy in Lender’s power or privilege of any Guaranteed Party whatsoever; before proceeding against Pledgor; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiic) any defense arising that may arise by reason of any the incapacity, lack of corporate power or other authority authority, death, dissolution, merger, termination or disability of Pledgor, Pledged Company or any other defense Person or the failure of Lender to file or enforce a claim against the Designated Borrowers estate (in administration, bankruptcy or any other proceeding) of any of Pledgor, Pledged Company or any other Person; ; (ivd) any right to enforce any remedy that Lender may have against Pledged Company or any other Person and any right to participate in any security held by Lender until the Obligations 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 right to assert the bankruptcy or insolvency of Pledged Company or any other Person as a defense hereunder or as the basis for rescission hereof and any defense arising because of Lender’s election, in any proceeding instituted under the Bankruptcy Law, of the 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 upon any Guaranteed Party’s errors or omissions in on the administration repudiation of the Guaranteed Obligations; 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; (vi) all suretyship and guarantor’s defenses generally; (j) any rights right to set-offs and counterclaims; 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 enforcement by Lender of, this Agreement; (vik) any defense based upon an election of remedies (includingby Lender, if available, including an election to proceed by nonjudicial non-judicial rather than judicial foreclosure) , which destroys or otherwise impairs the subrogation rights of the Guarantor or Pledgor, the right of the Guarantor Pledgor to proceed against Pledged Company or another Person for reimbursement, or both; (l) any Designated Borrower defense based on any offset against any amounts which may be owed by any Person to Pledgor for any reason whatsoever; (m) any defense based on any act, failure to act, delay or omission whatsoever on the part of Pledged Company or any of its Affiliates or the failure by 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 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 obligor 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 Guaranteed Obligations for reimbursementrisk 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; and (viip) without limiting any defense based on any change in the generality time, manner or place of any payment under, or in any other term of, the foregoingFinancing Documents or any other amendment, to the fullest extent permitted by lawrenewal, any defenses extension, acceleration, compromise or benefits that may be derived from or afforded by applicable law limiting the liability waiver of or exonerating guarantors any consent or sureties, or which may conflict with departure from the terms of this Guarantythe Financing Documents; and (q) any defense based upon any borrowing or grant of a security interest under Section 364 of the Bankruptcy Law.

Certain Waivers. The Each Guarantor waives and agrees not to assert: the fullest extent permitted by law (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority defense of Borrower or any other defense guarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Party) of the Designated Borrowers or any other Person; liability of Borrower; (ivb) any defense based upon on any Guaranteed Partyclaim that ​ ​ ​ ​ such Guarantor’s errors obligations exceed or omissions in are more burdensome than those of Borrower; (c) the administration benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require Administrative Agent or any other Credit Party to proceed against Borrower, proceed against or exhaust any security for the Guaranteed Obligations; (v) , or pursue any rights to set-offs other remedy in Administrative Agent’s or any other Credit Party’s power whatsoever and counterclaims; (vi) any defense based upon an the doctrines of marshalling of assets or of election of remedies remedies; (including, if available, an election e) any benefit of and any right to proceed participate in any security now or hereafter held by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against any Designated Borrower Administrative Agent or any other obligor of Credit Party; (f) any fact or circumstance related to the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, which might otherwise constitute a defense to the fullest extent permitted by law, obligations of 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. Each Guarantor expressly waives all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Guarantor waives and agrees not to assert: the fullest extent permitted by law (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority defense of any Borrower or any other defense guarantor, or the cessation from any cause whatsoever (including any act or omission of the Designated Borrowers Administrative Agent or any other Person; Lender Party) of the liability of any Borrower; (ivb) any defense based upon on any Guaranteed Partyclaim that the Guarantor’s errors obligations exceed or omissions in are more burdensome than those of any Borrower; (c) the administration 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 any Borrower, proceed against or exhaust any security for the Guaranteed Obligations; (v) , or pursue any rights to set-offs other remedy in the Administrative Agent’s or any Lender Party’s power whatsoever and counterclaims; (vi) any defense based upon an the doctrine of marshalling of assets or of election of remedies remedies; (including, if available, an election e) any benefit of and any right to proceed participate in any security now or hereafter held by nonjudicial foreclosurethe Administrative Agent or any Lender Party; (f) any fact or circumstance related to the Guaranteed Obligations which destroys or impairs might otherwise constitute a defense to the subrogation rights obligations of the Guarantor or the right of the Guarantor to proceed against any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and under this Guaranty and (viig) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties 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 may conflict with might otherwise constitute a defense to the terms 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 and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority defense of any Borrower or any other defense Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the Designated Borrowers or liability of any Borrower other Person; than indefeasible payment and performance in full of the Guaranteed Obligations, (ivb) any defense based upon on any claim that such Guarantor’s obligations exceed or are more burdensome than those of any Borrower, (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, (d) any right to proceed, or to require any Guaranteed Party’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 Party to proceed against any Designated Borrower Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other obligor remedy in the power of the any Guaranteed Obligations for reimbursement; and Party whatsoever, (viie) without limiting the generality any benefit of the foregoing, and any right to participate in any security now or hereafter held by any Guaranteed Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Guaranteed Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. The Each Guarantor waives and agrees not to assert: the fullest extent permitted by law (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other Person; guarantor, or the cessation from any cause whatsoever (ivincluding any act or omission of the Lenders) of the liability of the Borrower; (b) any defense based upon on any Guaranteed Partyclaim that such Guarantor’s errors obligations exceed or omissions in the administration are more burdensome than those of the Guaranteed Obligations; Borrower; (vc) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any rights right to set-offs require the Lenders to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in each Lender’s power whatsoever and counterclaims; (vi) any defense based upon an the doctrines of marshalling of assets or of election of remedies remedies; (including, if available, an election e) any benefit of and any right to proceed participate in any security now or hereafter held by nonjudicial foreclosurethe Lenders; (f) which destroys any fact or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, circumstance related to the fullest extent permitted by law, Obligations which might otherwise constitute a defense to the obligations of 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 Obligations have been fully performed and indefeasibly paid in full in cash. Each Guarantor expressly waives all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any 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 Obligations which might otherwise constitute a defense to the obligations of each Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The Guarantor Pledgor hereby waives and relinquishes, to the maximum extent permitted by applicable law, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assertassert or take advantage of any such rights or remedies, including: (ia) any law limiting remedies, including recovery of a deficiency against the Borrowers, under an obligation secured by 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 such sale or otherwise; (b) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, Collateral Agent to proceed against the Designated Borrowers, any other Loan Party Borrowers or any other Person, Person or to proceed against or exhaust any of the Collateral, to give notice of the terms, security held by Collateral Agent at any 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 Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, remedy in Collateral Agent’s power or privilege of any Guaranteed Party whatsoeverbefore proceeding against the Collateral; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiic) any defense arising that may arise by reason of any the incapacity, lack of corporate power or other authority authority, death, dissolution, merger, termination or disability of Pledgor, any Borrower or any other defense Person or the failure of Collateral Agent or any Secured Party to file or enforce a claim against the Designated Borrowers estate (in administration, bankruptcy or any other proceeding) of Pledgor, any Borrower or any other Person; (ivd) any right to enforce any remedy that Collateral Agent may have against any Borrower or any other Person and any right to participate in any security held by Collateral Agent until the Obligations have been paid and the covenants of the Credit Documents have been performed in full; (e) any right to require Collateral Agent 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 Credit Agreement or any of the Credit Documents; (f) any right to assert the bankruptcy or insolvency of the Borrowers or any other Person as a defense hereunder or as the basis for rescission hereof and any defense arising because of Collateral Agent’s election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code; (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 upon any Guaranteed Party’s errors or omissions in on the administration repudiation of the Guaranteed ObligationsCredit Documents by any Borrower or any other Person, the failure by Collateral Agent or any Secured Party to enforce any claim against Pledgor, any Borrower or any other Person or the unenforceability in whole or in part of any Credit Documents; (vi) any rights to set-offs all suretyship and counterclaimsguarantor’s defenses generally; (vij) 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 enforcement by Collateral Agent of, this Agreement; (k) any requirement on the part of Collateral Agent to mitigate the damages resulting from any default; (l) any defense based upon an election of remedies (includingby Collateral Agent, if available, including an election to proceed by nonjudicial non-judicial rather than judicial foreclosure) , which destroys or otherwise impairs the subrogation rights of the Guarantor or Pledgor, the right of the Guarantor Pledgor to proceed against any Designated Borrower or another Person for reimbursement, or both; (m) any defense based on any offset against any amounts which may be owed by any Person to Pledgor for any reason whatsoever; (n) any defense based on any act, failure to act, delay or omission whatsoever on the part of any Borrower or any of their Affiliates or the failure by any Borrower or any of their 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 Credit Documents; (o) any defense, setoff or counterclaim which may at any time be available to or asserted by any Borrower or any of their Affiliates against Collateral Agent or any Secured Party or any other obligor Person under the Credit Documents; (p) any duty on the part of Collateral Agent to disclose to Pledgor any facts Collateral Agent may now or hereafter know about any Borrower or any of their Affiliates, regardless of whether Collateral Agent 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; (q) any defense based on any change in the time, manner or place of any payment under, or in any other term of, the Credit Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of the Guaranteed Obligations for reimbursementCredit Documents; and (viir) without limiting the generality any defense based upon any borrowing or grant of a security interest under Section 364 of Title 11 of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this GuarantyUnited States Code.

Certain Waivers. The To the fullest extent permitted by applicable law, each Guarantor hereby expressly, unconditionally and irrevocably waives any and agrees not all rights or defenses arising by reason of any applicable law (including by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect) which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor hereby unconditionally and irrevocably waives any right to assert: revoke this Limited Guarantee and acknowledges that this Limited Guarantee is continuing in nature and applies to all presently existing and future Guaranteed Obligations. Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (i) except for notices to be provided to Parent in accordance with the Merger Agreement), any right to require the marshalling of assets of Parent or Merger Sub, and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its Subsidiaries, defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee, each of the foregoing defenses being retained by each Guarantor). 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 such benefits. Without limiting the foregoing, each Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by reason of: (a) any illegality or lack of validity or enforceability of any Guaranteed Party to marshal assets in favor Obligation, the Merger Agreement or any related agreement or instrument; (b) the failure of any Designated Borrowerother Person to execute or deliver this Limited Guarantee or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (c) any eventuality described in clauses (a) through (g) of Section 3 hereof. Except for (a) the Company’s right to be paid (i) the Parent Termination Fee pursuant to Section 9.4(d) of the Merger Agreement, (ii) any additional amounts that may be payable by Parent pursuant to Section 9.4(e) of the Merger Agreement, (iii) any reimbursement of expense or indemnification of the Company that Parent may be obligated to provide pursuant to Section 7.9(b) of the Merger Agreement and (iv) any amount that may be payable by Parent or Merger Sub as monetary damages resulting from fraud (as determined by the final and nonappealable judgment of a court of law) pursuant to Section 9.3(b) of the Merger Agreement; (b) the Company’s right to seek specific performance pursuant to Section 10.16 of the Merger Agreement; or (c) claims against the Guarantors, Guarantor Affiliates for their own fraud, the GuarantorGuaranteed Party hereby covenants and agrees that it shall not institute, any other Loan and shall cause its Controlled Affiliates not to institute in the name of or on behalf of the Guaranteed Party or any other Person, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any of the Guarantors or any Guarantor Affiliates (as defined below). Each Guarantor covenants and agrees that it shall not institute, and shall cause its affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable, in whole or in part. The Guaranteed Party shall not have any obligation to proceed against the Designated Borrowersat any time or in any manner against, any other Loan Party 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance all of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’s errors or omissions in the administration of the Guaranteed Obligations; (v) rights against, any rights to set-offs and counterclaims; (vi) Person liable for 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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and prior to proceeding against the Guarantors hereunder. For purposes of this Limited Guarantee, “Controlled Affiliate” of any Person means any affiliate that such Person directly or indirectly controls (vii) without limiting within the generality meaning of Rule 12b-2 of the foregoingUnited States Securities and Exchange Act of 1934, to the fullest extent permitted by lawas amended) and, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms for purposes of this GuarantyLimited Guarantee, includes the directors and officers of such Person when acting in their respective capacities as such.

Certain Waivers. The Guarantor Pledgor hereby waives and relinquishes, to the maximum extent permitted by applicable law, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assertassert or take advantage of any such rights or remedies, including: (ia) any right to require the Collateral Agent or the other Secured Parties to proceed against any Guaranteed Loan Party or any other Person or to proceed against or exhaust any security held by the Collateral Agent or the other Secured Parties at any time or to pursue any other remedy in the Collateral Agent’s or any other Secured Party’s power before proceeding against the Pledgor; (b) any defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of the Pledgor, any Loan Party or any other Person, or the failure of the Collateral Agent or any other Secured Party to marshal assets file or enforce a claim against the estate (in favor administration, bankruptcy or any other proceeding) of the Pledgor, any Loan Party or any other Person; (c) any right to enforce any remedy that the Collateral Agent or the other Secured Parties may have against any Loan Party or any other Person and any right to participate in any security held by the Collateral Agent until the Secured Obligations have been paid and the covenants of the Secured Obligation Documents have been performed in full; (d) any right to require the Collateral Agent to give any notices of any Designated 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 provided in the Credit Agreement or any of the other Secured Obligation Documents; (e) any right to assert the bankruptcy or insolvency of any Loan Party or any other Person as a defense hereunder or as the basis for rescission hereof and any defense arising because of the Collateral Agent’s or any other Secured Party’s election, in any proceeding instituted under the U.S. Bankruptcy Code, of the application of Section 1111(b)(2) of the U.S. Bankruptcy Code; (f) subject to Section 7.9, all rights under any law purporting to reduce the Pledgor’s obligations hereunder if the Secured Obligations are reduced other than as a result of payment of such Secured Obligations; (g) any defense based on the repudiation of the Secured Obligation Documents by the Borrower, the Guarantor, any other Loan Party or any other Person, the failure by the Collateral Agent or the other Secured Parties to proceed enforce any claim against the Designated BorrowersPledgor, the Borrower, any other Loan Party or any other Person, to proceed against Person or exhaust any of the Collateral, to give notice of the terms, time and place unenforceability in whole or in part 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 Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoeverSecured Obligation Document; (iih) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligationsall suretyship and guarantor’s defenses generally; (iiii) any defense arising 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 reason the Pledgor of any lack of corporate its obligations under, or other authority or any other defense of the Designated Borrowers or any other Personenforcement by the Collateral Agent of, this Agreement; (ivj) any defense based upon any Guaranteed Party’s errors or omissions in requirement on the administration part of the Guaranteed ObligationsCollateral Agent or the holder of any promissory notes issued pursuant to Section 2.09(e) of the Credit Agreement to mitigate the damages resulting from any default; (v) any rights to set-offs and counterclaims; (vik) any defense based upon an election of remedies (includingby the Collateral Agent or the other Secured Parties, if available, including an election to proceed by nonjudicial non-judicial rather than judicial foreclosure) , which destroys or otherwise impairs the subrogation rights of the Guarantor or Pledgor, the right of the Guarantor Pledgor to proceed against the Borrower, any Designated Borrower other Loan Party or another Person for reimbursement, or both; (l) any defense based on any offset against any amounts which may be owed by any Person to the Pledgor for any reason whatsoever; (m) any defense based on any act, failure to act, delay or omission whatsoever on the part of any Loan Party or any Loan Party’s Affiliates or the failure by any Loan Party or any Loan Party’s 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 Secured Obligation Documents. (n) Any defense, setoff or counterclaim which may at any time be available to or asserted by any Loan Party or any Loan Party’s Affiliates against the Collateral Agent, the other Secured Parties or any other obligor Person under the Secured Obligation Documents. (o) any duty on the part of the Guaranteed Obligations for reimbursementCollateral Agent or any other Secured Party to disclose to the Pledgor any facts the Collateral Agent or any other Secured Party may now or hereafter know about any Loan Party or any Loan Party’s Affiliates, regardless of whether the Collateral Agent or any other Secured Party has reason to believe that any such facts materially increase the risk beyond that which the Pledgor intends to assume, or have reason to believe that such facts are unknown to the Pledgor, or have a reasonable opportunity to communicate such facts to the 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 Secured Obligation Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of the Secured Obligation Documents; and (viiq) without limiting the generality any defense based upon any borrowing or grant of a security interest under Section 364 of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this GuarantyU.S. Bankruptcy Code.

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 Borrowerthe Borrowers, the such Guarantor, any other Loan Document Party or any other Person, to proceed against the Designated Borrowersany Borrower, any other Loan Document Party or any other Person, to proceed against or exhaust any of the CollateralCollateral 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 § 9-611 §9611 of the New York Uniform Commercial Code California UCC (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers any Borrower, such Guarantor, any other Loan Document Party or any other Person; (iv) any defense based upon any Guaranteed Party’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 such Guarantor or the right of the such Guarantor to proceed against any Designated Borrower Borrower, any other Loan Document Party or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any rights and defenses available to the Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code and any and all benefits that otherwise might be available to such Guarantor under California 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, each Guarantor waives all rights and defenses that such Guarantor may have because any Borrower’s debt may be secured by real property. This means, among other things: (A) the Guaranteed Parties may collect from such 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 such collateral is worth more than the sale price, and (2) the Guaranteed Parties may collect from such Guarantor even if the Administrative Agent, by foreclosing on the real property collateral, has destroyed any right such Guarantor may have to collect from any Borrower. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because any Borrower’s debt is or may be secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.

Certain Waivers. The Each Guarantor waives and agrees not to assert: the fullest extent permitted by law (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Company or any other Person; guarantor, or the cessation from any cause whatsoever (ivincluding any act or omission of the LC Participants) of the liability of the Company; (b) any defense based upon on any Guaranteed Partyclaim that such Guarantor’s errors obligations exceed or omissions in the administration are more burdensome than those of the Guaranteed Obligations; Company; (vc) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any rights right to set-offs require the LC Participants to proceed against the Company, proceed against or exhaust any security for the Obligations, or pursue any other remedy in each LC Participant’s power whatsoever and counterclaims; (vi) any defense based upon an the doctrines of marshalling of assets or of election of remedies remedies; (including, if available, an election e) any benefit of and any right to proceed participate in any security now or hereafter held by nonjudicial foreclosurethe LC Participants; (f) which destroys any fact or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, circumstance related to the fullest extent permitted by law, Obligations which might otherwise constitute a defense to the obligations of 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 Obligations have been fully performed and indefeasibly paid in full in cash. Each Guarantor expressly waives all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any 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 Obligations which might otherwise constitute a defense to the obligations of each Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The To the fullest extent permitted by Applicable Law, the Guarantor waives and agrees not to assertwaives: (ia) any the right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, Beneficiaries to proceed against the Designated Borrowers, any other Loan Party Company or any other PersonObligor, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, remedy in any Beneficiary's power or privilege of any Guaranteed Party whatsoever; (ii) whatsoever and the defense right to have the property of the statute of limitations in Company or any action hereunder or for other Obligor first applied to the collection or performance discharge of the Guaranteed Obligations; (b) 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 obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Obligations or the Guarantor's liability hereunder; (d) 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 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 right to assert against any Beneficiary any defense (legal or equitable), set-off, counterclaim and other right that the Guarantor may now or any time hereafter have against the Company or any other Obligor; (f) presentment, demand for payment or performance (including diligence in making demands hereunder), notice of dishonor or nonperformance, protest, acceptance A. GUARANTY 5 137 and notice of acceptance of this Guaranty, and all other notices of any kind, including (i) notice of the existence, creation or incurrence of new or additional Obligations, (ii) notice of any action taken or omitted by the Beneficiaries in reliance hereon, (iii) notice of any defense arising default by the Company or any other Obligor, (iv) notice that any portion of the Obligations is due and (v) notice of any action against the Company or any other Obligor, or any enforcement of other action with respect to any Collateral, or the assertion of any right of any Beneficiary hereunder; (g) any rights, defenses and other benefits the Guarantor may have by reason of any lack failure of corporate or other authority or any other defense Beneficiary to comply with Applicable Law in connection with a disposition of the Designated Borrowers or any other PersonCollateral; (ivh) all defenses that at any defense based upon any Guaranteed Party’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights time may be available 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 by virtue of any valuation, stay, moratorium or the right of the Guarantor to proceed against any Designated Borrower other law now or any other obligor of the Guaranteed Obligations for reimbursementhereafter in effect and ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO THE GUARANTOR BY REASON OF APPLICABLE LAW; and (viii) without limiting to the generality extent not covered under the preceding items, all benefits under articles 1491, 1498, 1499, 1500, 1502, 1503 and 1504 of the foregoingBrazilian Civil Code, to under articles 261 and 262 of the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting Brazilian Commercial Code and under article 595 of the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this GuarantyBrazilian Civil Procedure Code.

Certain Waivers. The Each Guarantor waives and agrees not to assert: the fullest extent permitted by law (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other Person; guarantor, or the cessation from any cause whatsoever (ivincluding any act or omission of any Secured Party) of the liability of the Borrower; (b) any defense based upon on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Secured Party’s errors power whatsoever and any defense based upon the doctrines of marshalling of assets or omissions of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; (f) any defense relating to the administration 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; ; (vg) any rights to set-offs and counterclaims; amendment or waiver of the term of any Guaranteed Obligation; (vih) any defense based upon an election law or regulation 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 any Designated Borrower jurisdiction or any other obligor event affecting any term of a Guaranteed Obligation; (i) any fact or circumstance related to the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, which might otherwise constitute a defense to the fullest extent permitted by law, obligations of such Guarantor under this Guaranty and (j) 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. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. The (a) Each Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoingwaives, to the fullest extent permitted by law, (i) any defense arising by reason of any disability or other defense of Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of Borrower; (ii) any defense based on any claim that any Guarantor’s obligations exceed or are more burdensome than those of Borrower; (iii) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (iv) any right to require any Lender Party to proceed against Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (v) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; and (vi) 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, except Payment in Full of the Obligations. Each Guarantor expressly waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Obligations, and all notices of acceptance of this GuarantyGuarantee or of the existence, creation or incurrence of new or additional Obligations, 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, enforceability, subordination or 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;

Certain Waivers. The To the fullest extent permitted by Law, each Guarantor waives hereby expressly and agrees not to assert: unconditionally waives: (ia) any right to require any Guaranteed Party to marshal assets in favor notice of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, to proceed against or exhaust any of the Collateralmatters 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 give be given to the Guarantors by any Facility Sublease Document) to preserve any rights against the Guarantors hereunder, including notice of the termsacceptance of this Guaranty by the Guaranty Beneficiary, time and place or the creation, renewal, extension, modification or accrual 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 Uniform Commercial Code (or any equivalent provision notice of any other applicable lawmatters 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 enforcement, assertion or to pursue exercise of any other right, remedy, power or privilege under or in respect of any Facility Sublease Document or any Operative Document, including diligence in collection or protection of or realization upon or in respect of the Obligations 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 Guaranty Beneficiary to proceed against the Guaranteed Party or any other Person liable on the Obligations, to proceed against or exhaust security held from 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 lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) , or to pursue any defense based upon any Guaranteed Party’s errors or omissions other remedy in the administration Guaranty Beneficiary’s power whatsoever, and each Guarantor waives the right to have the property of the Guaranteed Party first applied to the discharge of the Obligations; (v) . The Guaranty Beneficiary may, at its election, exercise any rights right or remedy it might have against the Guaranteed Party or any security held by the Guaranty Beneficiary, including the right to set-offs foreclose upon any such security by judicial or nonjudicial sale, without affecting or impairing in any way the liability of either Guarantor hereunder, except to the extent the Obligations have been paid or satisfied, and counterclaims; (vi) each Guarantor waives 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 arising out of the Guarantor absence, impairment or the loss of any right of the Guarantor to proceed against any Designated Borrower reimbursement, contribution or any other obligor right or remedy of such Guarantor against the Guaranteed Party or any such security, whether resulting from such election by the Guaranty Beneficiary, or otherwise. Each Guarantor assumes the responsibility for being and keeping informed of the financial condition of the Guaranteed Obligations for reimbursement; and (vii) without limiting Party and of all other circumstances bearing upon the generality risk of nonpayment or nonperformance of the foregoing, Obligations and agrees that the Guaranty Beneficiary shall not have any duty to advise any Guarantor of information regarding any condition or circumstance or any change in such condition or circumstance. Each Guarantor acknowledges that the Guaranty Beneficiary has not made any representation to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting Guarantor concerning the liability financial condition of or exonerating guarantors or sureties, or which may conflict with the terms of this GuarantyGuaranteed Party.

Certain Waivers. The Guarantor waives and agrees not to assert: (i) any right to require any of the Guaranteed Party Parties to marshal assets in favor of any Designated the Borrower, the Guarantor, any other Loan Party guarantor or any other Person, to proceed against the Designated BorrowersBorrower, any other Loan Party 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 9-611 504 of the New York Uniform Commercial Code UCC (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any the Guaranteed Party 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 lack of corporate or other authority or any other defense of the Designated Borrowers Borrower, the Guarantor or any other Person; (iv) any defense based upon any the Guaranteed Party’s Parties' 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 any Designated the Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any and all benefits that otherwise might be available to the Guarantor under New York Laws. 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 Borrower; and (B) if the Guaranteed Parties forecloses on any real property collateral pledged by the Borrower: (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 even if the Administrative Agent, by foreclosing on the real property collateral, has destroyed any right the Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses the Guarantor may have because the Borrower's debt is secured by real property.

Certain Waivers. The (a) Holdings and each Subsidiary Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoingwaives, to the fullest extent permitted by law, (i) any defense arising by reason of any disability or other defense of Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of Borrower; (ii) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of Borrower; (iii) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (iv) any right to require any Lender Party to proceed against Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (v) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; and (vi) to the fullest extent permitted by law, any and all other defenses (other than a defense of Payment in Full) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Holdings and each Subsidiary Guarantor expressly 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 Obligations, and all notices of acceptance of this Guarantee or of the existence, creation or incurrence of new or additional Obligations, 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, enforceability, subordination or 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 conflict 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 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 action, or the absence of any action, 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 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 Borrower or other Loan Party, as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (vii) the disallowance of any claims of Administrative Agent or any Lender against Borrower for the repayment of any Obligations 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 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 terms exercise of this Guarantyany 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 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 full amount of the Obligations.

Certain Waivers. The Guarantor waives and agrees not to assert: the fullest extent permitted by law (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of any Borrower, or the Designated Borrowers cessation from any cause whatsoever (including any act or omission of any other Person; Lender or the Administrative Agent) of the liability of any Borrower; (ivb) any defense based upon on any Guaranteed Partyclaim that Guarantor’s errors obligations exceed or omissions are more burdensome than those of any Borrower; (c) the benefit of any statute of limitations affecting Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Lender to proceed against any Borrower, proceed against or exhaust any security for the Liabilities, or pursue any other remedy in the administration of the Guaranteed Obligations; (v) Administrative Agent’s or any rights to set-offs Lender’s power whatsoever and counterclaims; (vi) any defense based upon an the doctrines of marshalling of assets or of election of remedies remedies; (including, if available, an election e) any benefit of and any right to proceed participate in any security now or hereafter held by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against any Designated Borrower Administrative Agent or any other obligor Lender; (f) any fact or circumstance related to the Liabilities which might otherwise constitute a defense to the obligations of the Guaranteed Obligations for reimbursementGuarantor under this Agreement; and and (viig) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Liabilities have been fully performed, and the Liabilities and any other amounts payable under this Agreement, have been indefeasibly paid in full in cash. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Liabilities, and all notices of acceptance of this Guarantyguaranty or of the existence, creation or incurrence of new or additional Liabilities. The guaranty of the Guarantor hereunder shall not be affected by the genuineness, validity, regularity or enforceability of the Liabilities or any instrument or agreement evidencing any Liabilities, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this guaranty, and 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 and agrees not to assert: (ia) any right to require any Guaranteed Party to marshal assets in favor of any Designated BorrowerTo the fullest extent permitted by applicable Law, the Guarantor, Guarantor hereby expressly and irrevocably waives any other Loan Party and all rights or any other Person, to proceed against the Designated Borrowers, any other Loan Party 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense defenses arising by reason of any lack Law that would otherwise require any election of corporate or other authority or any other defense remedies by the Guaranteed Party. Without limiting the foregoing, the Guarantor waives promptness, diligence, notice of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’s errors or omissions in the administration acceptance of this Limited Guarantee and of the Guaranteed Obligations; (v) any rights to set, presentment, demand for payment, notice of non-offs performance, default, dishonor and counterclaims; (vi) any defense based upon an election of remedies (includingprotest, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights notice of the Guarantor or the right incurrence of the Guarantor to proceed against any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursementand all other notices of any kind (other than notices expressly required to be provided to Parent pursuant to Section 9.4 of the Merger Agreement to trigger payment of the Guaranteed Obligations), any right to require the Guaranteed Party to proceed against Top Parent, Parent, BBX Intermediate and Merger Sub, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Top Parent, Parent, BBX Intermediate or Merger Sub or any other Person in connection with the transactions contemplated by the Merger Agreement, and all guarantor or suretyship defenses generally (other than (i) as a result of payment of the Guaranteed Obligations in full in accordance with their terms, (ii) defenses to the payment of the Guaranteed Obligations that are available to Top Parent, Parent, BBX Intermediate and Merger Sub under the Merger Agreement, if any (other than defenses arising from the bankruptcy or insolvency of Top Parent, Parent, BBX Intermediate or Merger Sub or as expressly waived in Section 3(b) hereof) or (iii) as a result of the material breach by the Guaranteed Party of the terms of this Limited Guarantee; andthe foregoing clauses (i), (ii) and (iii), the “Retained Defenses”). The Guarantor hereby unconditionally and irrevocably agrees that it shall not, directly or indirectly, institute, and shall cause its respective Affiliates not to institute, any Action or make any claim asserting that, or assert as a defense that, this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms. The Guarantor acknowledges that it and its Affiliates will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement. (viib) without limiting the generality of the foregoing, to To the fullest extent permitted by applicable Law, unless and until the Guaranteed Obligations shall have been paid in full, the Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Company or any of its Affiliates or Representatives, Top Parent, Parent, BBX Intermediate or Merger Sub that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee 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 claim or remedy against the Company or any of its Affiliates or Representatives, Top Parent, Parent, BBX Intermediate or Merger Sub, 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 the Company or any defenses of its Affiliates or benefits that may be derived from Representatives, Top Parent, Parent, BBX Intermediate or afforded Merger Sub, directly or indirectly, in cash or other property or by applicable law limiting the liability set-off or in any other manner, payment or security on account of such claim, remedy or exonerating guarantors or sureties, or which may conflict with the terms of this Guarantyright.

Certain Waivers. The Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, to proceed against or exhaust any Each 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 § 9-611 of the New York Uniform Commercial Code Article X Guarantors waives (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority defense of any Borrower or the other Article X Guarantor or any other defense guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the Designated Borrowers or liability of any Borrower, other Person; than Indefeasible Payment and Performance of All Obligations; (ivb) any defense based upon on any Guaranteed Party’s errors or omissions in the administration claim that obligations of either of the Guaranteed Obligations; Article X Guarantors exceed or are more burdensome than those of the Borrowers; (vc) the benefit of any statute of limitations affecting either Article X Guarantor’s liability hereunder; (d) 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 any Designated Borrower or the other Article X Guarantor, proceed against or exhaust any security for the Obligations, or pursue any other obligor remedy in the power of the Guaranteed Obligations for reimbursementany Secured Party whatsoever until such time as Indefeasible Payment and Performance of All Obligations; and (viie) without limiting the generality any benefit of the foregoing, and any right to participate in any security now or hereafter held by any Secured Party until such time as Indefeasible Payment and Performance of All Obligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than Indefeasible Payment and Performance of All Obligations). Each of the Article X Guarantors expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protests, notices of dishonor, and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation, or which may conflict with the terms incurrence of this Guarantynew or additional Obligations.

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 Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority defense of any Borrower or any other defense guarantor, or the cessation from any cause whatsoever (including any act or omission of the Designated Borrowers Administrative Agent, the Sustainability Structuring Agent, any Lender or any other Person; L/C Issuer) of the liability of any Borrower; (ivb) any defense based upon on any Guaranteed Partyclaim that such Guarantor’s errors obligations exceed or omissions in are more burdensome than those of any of the administration Borrowers; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent, the Sustainability Structuring Agent, any Lender or any L/C Issuer to proceed against a Borrower, proceed against or exhaust any security for the Guaranteed Obligations; , or pursue any other remedy in the Administrative Agent’s, the Sustainability Structuring Agent’s, any Lender’s or any L/C Issuer’s power whatsoever; (ve) any rights benefit of and any right to set-offs participate in any security now or hereafter held by the Administrative Agent, on behalf of itself, the L/C Issuer and counterclaims; the Lenders; and (vif) 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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Guaranteed Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Each Guarantor waives and agrees not to assert: the fullest extent permitted by law (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other Person; Guarantors, or the cessation from any cause whatsoever (ivincluding any act or omission of the Secured Parties) of the liability of the Borrower; (b) any defense based upon on any Guaranteed Partyclaim that such Guarantor’s errors obligations exceed or omissions are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Secured Parties to proceed against the Borrower, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the administration of the Guaranteed Obligations; (v) any rights to set-offs Secured Parties’ power whatsoever and counterclaims; (vi) any defense based upon an the doctrines of marshalling of assets or of election of remedies remedies; (including, if available, an election e) any benefit of and any right to proceed participate in any security now or hereafter held by nonjudicial foreclosurethe Secured Parties; (f) which destroys any fact or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, circumstance related to the fullest extent permitted by law, Secured Obligations which might otherwise constitute a defense to the obligations of such Guarantors 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 Secured Obligations have been fully performed and indefeasibly paid in full in cash. Each of the Guarantors expressly waives all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured 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 Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors under this Guaranty, and each of the Guarantors 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 Designated Borrower, the such Guarantor, any other Loan Document Party or any other Person, to proceed against the Designated Borrowersany Borrower, any other Loan Document Party or any other Person, to proceed against or exhaust any of the CollateralCollateral 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 § 9-611 §9611 of the New York Uniform Commercial Code California UCC (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers any Borrower, such Guarantor, any other Loan Document Party or any other Person; (iv) any defense based upon any Guaranteed Party’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 such Guarantor or the right of the such Guarantor to proceed against any Designated Borrower Borrower, any other Loan Document Party or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any rights and defenses available to the Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code and any and all benefits that otherwise might be available to such Guarantor under California 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, each Guarantor waives all rights and defenses that such Guarantor may have because any Borrower’s debt may be secured by real property. This means, among other things: (A) the Guaranteed Parties may collect from such 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 such collateral is worth more than the sale price, and (2) the Guaranteed Parties may collect from such Guarantor even if the Administrative Agent, by foreclosing on the real property collateral, has destroyed any right such Guarantor may have to collect from any Borrower. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because any Borrower’s debt is or may be secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.

Certain Waivers. The Each Guarantor hereby waives and agrees not to assert: the --------------- maximum extent permitted by Governing Law, for the benefit of the Holders: (ia) any right to require any Guaranteed Party the Holders, as a condition of payment or performance by such Guarantor, to marshal assets in favor of any Designated Borrower, (i) proceed against the GuarantorIssuer, any other Loan Party guarantor (including any other Guarantor) of the Obligations or any other Person, to (ii) proceed against or exhaust any security held from the Designated BorrowersIssuer, any other Loan Party guarantor (including any other Guarantor) of the Obligations or any other Person, to (iii) proceed against or exhaust have resort to any balance of any deposit account or credit on the books of any of the Collateral, to give notice Holders in favor of the terms, time and place of any public Issuer 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 Uniform Commercial Code Person, or (or any equivalent provision of any other applicable lawiv) or to pursue any other right, remedy, remedy in the 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; Holders whatsoever; (iiib) any defense arising by reason of any the incapacity, lack of corporate or other authority or any disability or other defense of the Designated Borrowers Issuer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Issuer from any cause other Person; than payment in full of the Obligations; (ivc) any defense based upon any Guaranteed Party’s statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon the Holders' errors or omissions in the administration of the Guaranteed Obligations; , except behavior EXECUTION VERSION which amounts to bad faith; (ve) (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 enforcement hereof, (iii) any rights to set-offs offs, recoupments and counterclaims; , and (viiv) promptness, diligence and any defense based upon an election requirement that the Holders protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of remedies (includingprotest, if availablenotices of dishonor and notices of any action or inaction, an election to proceed by nonjudicial foreclosure) which destroys including acceptance of this Guaranty, notices of default under this Agreement or impairs the subrogation rights Note or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantor Obligations or any agreement related thereto, notices of any extension of credit to the right Issuer and notices of any of the Guarantor matters referred to proceed against in the preceding paragraph and any Designated Borrower or right to consent to any other obligor of the Guaranteed Obligations for reimbursementthereof; and and (viig) without limiting the generality of the foregoing, to the fullest extent permitted by law, any 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, or which may conflict with the terms of this Guaranty.

Certain Waivers. (a) The Guarantor Company waives and agrees not to assert: the fullest extent permitted by law: (i) any defense based on any claim that the Company’s obligations exceed or are more burdensome than those of the Designated Borrowers or any of them; (ii) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, Lender to proceed against the Designated Borrowers, any other Loan Party Borrowers or any other Personof them, 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 Obligations, or comply with any other provisions of § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations remedy in any action hereunder ▇▇▇▇▇▇’s power whatsoever and any defense based upon the doctrine of marshalling of assets or for the collection or performance of the Guaranteed Obligations; election of remedies; (iii) any defense arising benefit of and any right to participate in any security now or hereafter held by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; Lender; (iv) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense based upon any Guaranteed Party’s errors or omissions in to the administration obligations of the Guaranteed Obligations; Company under this Company Guaranty and (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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash (other than inchoate indemnification liabilities arising under the Loan Documents as to which no claim has been made). (b) The 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. 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, any Loan Document or any instrument or agreement evidencing any Guaranteed Obligations, 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 Company under this Company Guaranty, and the Company hereby irrevocably waives any defenses it may conflict with now have or hereafter acquire in any way relating to any or all of the terms of this Guarantyforegoing.

Certain Waivers. The Guarantor Pledgor hereby waives and relinquishes, to the maximum extent permitted by applicable law, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assertassert or take advantage of any such rights or remedies, including: (ia) any law limiting remedies, including recovery of a deficiency against Borrowers, under an obligation secured by 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 such sale or otherwise; (b) any right to require Collateral Agent to proceed against any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party Borrower or any other Person, to proceed against the Designated Borrowers, any other Loan Party Person or any other Person, to proceed against or exhaust any of the Collateral, to give notice of the terms, security held by Collateral Agent at any 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 Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, remedy in Collateral Agent's power or privilege of any Guaranteed Party whatsoeverbefore proceeding against Pledgor; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiic) any defense arising that may arise by reason of any the incapacity, lack of corporate power or other authority authority, death, dissolution, merger, termination or disability of Pledgor, any Borrower or any other defense Person or the failure of Collateral Agent or any Secured Party to file or enforce a claim against the Designated Borrowers estate (in administration, bankruptcy or any other proceeding) of Pledgor, any Borrower or any other Person; (ivd) any right to enforce any remedy that Collateral Agent may have against any Borrower or any other Person and any right to participate in any security held by Collateral Agent until the Obligations have been paid and the covenants of the Credit Documents have been performed in full; (e) any right to require Collateral Agent 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 Credit Agreement or any of the Credit Documents; (f) any right to assert the bankruptcy or insolvency of any Borrower or any other Person as a defense hereunder or as the basis for rescission hereof and any defense arising because of Collateral Agent's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code; (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 upon any Guaranteed Party’s errors or omissions in on the administration repudiation of the Guaranteed ObligationsCredit Documents by any Borrower or any other Person, the failure by Collateral Agent or any Secured Party to enforce any claim against Pledgor, any Borrower or any other Person or the unenforceability in whole or in part of any Credit Documents; (vi) any rights to set-offs all suretyship and counterclaimsguarantor's defenses generally; (vij) 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 enforcement by Collateral Agent of, this Agreement; (k) any requirement on the part of Collateral Agent to mitigate the damages resulting from any default; (l) any defense based upon an election of remedies (includingby Collateral Agent, if available, including an election to proceed by nonjudicial non judicial rather than judicial foreclosure) , which destroys or otherwise impairs the subrogation rights of the Guarantor or Pledgor, the right of the Guarantor Pledgor to proceed against any Designated Borrower or another Person for reimbursement, or both; (m) any defense based on any offset against any amounts which may be owed by any Person to Pledgor for any reason whatsoever; (n) any defense based on any act, failure to act, delay or omission whatsoever on the part of any Borrower or any of their Affiliates or the failure by any Borrower or any of their 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 Credit Documents; (o) any defense, setoff or counterclaim which may at any time be available to or asserted by any Borrower or any of their Affiliates against Collateral Agent or any Secured Party or any other obligor Person under the Credit Documents; (p) any duty on the part of Collateral Agent to disclose to Pledgor any facts Collateral Agent may now or hereafter know about any Borrower or any of their Affiliates, regardless of whether Collateral Agent has reason to believe that any such facts materially increase the Guaranteed Obligations for reimbursementrisk 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; and (viiq) without limiting any defense based on any change in the generality time, manner or place of any payment under, or in any other term of, the foregoingCredit Documents or any other amendment, to the fullest extent permitted by lawrenewal, any defenses extension, acceleration, compromise or benefits that may be derived from or afforded by applicable law limiting the liability waiver of or exonerating guarantors any consent or sureties, or which may conflict with departure from the terms of this Guarantythe Credit Documents; and (r) any defense based upon any borrowing or grant of a security interest under Section 364 of Title 11 of the United States Code.

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 Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other Person; guarantor, or the cessation from any cause whatsoever (ivincluding any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based upon on any Guaranteed Party’s errors claim that such Guarantor's obligations exceed or omissions in the administration are more burdensome than those 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 any Designated Borrower or any other obligor Loan Party; (c) the benefit of any statute of limitations affecting such Guarantor's liability hereunder; (d) any right to proceed against the Guaranteed Obligations Borrower or any other Loan Party, proceed against or exhaust any security for reimbursementthe Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; and (viie) without limiting the generality any benefit of the foregoing, and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by lawLaw, any and all other defenses or benefits that may be derived from or afforded by applicable law 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 conflict 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 indefeasible payment in full of the Obligations). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain Waivers. The (a) Each Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate disability or other authority defense of any Borrower or any other defense guarantor, or the cessation from any cause whatsoever (including any act or omission of the Designated Borrowers Secured Parties) of the liability of any Borrower; (ii) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of any other Person; Borrower; (iii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (iv) any defense based upon right to require any Guaranteed Party’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 Secured Party to proceed against any Designated Borrower Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other obligor remedy in the Secured Parties’ power whatsoever; (v) until the payment in full of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality and termination of the foregoingCommitments made under the Credit Agreement, any benefit of and any right to participate in any security now or hereafter held by the Secured Parties; and (vi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. For purposes of this paragraph only, references to the “ principal ” include each of HIL and Holdings and references to the “ creditor ” include each Secured Party. In accordance with Section 2856 of the California Civil Code, each Guarantor waives, until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to 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 conflict have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, to any other Guarantor or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in any case in accordance with the terms antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed 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 laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.

Certain Waivers. The Each Guarantor waives and agrees not to assert: (ia) any right to require any Guaranteed Party to marshal assets in favor defense arising by reason of any Designated disability or other defense of the Borrower, the Guarantor, any other Loan Party or any other Personguarantor 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 Borrower (other than the defense of prior payment and performance in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any requirement to proceed against the Designated Borrowers, Borrower or any other Loan Party or any other PersonParty, 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 Obligations, or comply with any other provisions of § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, remedy in the power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute Administrative Agent or any Lender whatsoever; (e) any benefit of limitations and any right to participate in any action hereunder security now or for hereafter held by the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority Administrative Agent or any other defense of the Designated Borrowers or any other Person; Lender; and (ivf) any defense based upon any Guaranteed Party’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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating 109 guarantors or sureties. Each Guarantor expressly waives all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor’s right to assert any claim that would constitute a setoff or which may conflict 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 terms Guaranteed Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Guarantor waives and agrees not to assertEach of the Guarantors waives: (ia) any requirement, and any right to require require, that any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party right or power be exercised or any other Person, to proceed action be taken against the Designated Borrowers, any other Loan Party either Borrower 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (b) all defenses to, and all setoffs, counterclaims and claims of recoupment against, the Guaranteed Obligations that may at any time be available to any other Guarantor (and agrees that payments due from such Guarantor hereunder shall be made without any reduction or deduction whatsoever, including any reduction or deduction for any setoff, counterclaim or claim of recoupment otherwise available to such Guarantor or to either Borrower); (i) notice of acceptance of and intention to rely hereunder, (ii) notice of the making or renewal of any Loans 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 8.05 and (iv) all other notices that may be required by Applicable Law or otherwise to preserve any rights against any Guarantor hereunder, including any notice of default, demand, dishonor, presentment and protest; (d) diligence; (e) any defense based 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 any Guarantor might otherwise have had against either Borrower or against any collateral, including any right of subrogation, exoneration, reimbursement or contribution or right to obtain a deficiency judgment, (iii) any defense claim based upon, arising by reason out of or in any lack of corporate or other authority or way related to any other defense of the Designated Borrowers or any other Person; matters referred to in Section 8.06 and (iv) any defense based upon any Guaranteed Party’s errors or omissions in claim that the administration of Loan Documents should be strictly construed against 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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursementParties; and (viif) without limiting the generality of the foregoingALL OTHER DEFENSES UNDER ANY APPLICABLE LAW THAT WOULD, to the fullest extent permitted by lawBUT FOR THIS CLAUSE (f), any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this GuarantyBE AVAILABLE TO ANY GUARANTOR AS A DEFENSE AGAINST OR A REDUCTION OR LIMITATION OF ITS LIABILITIES AND OBLIGATIONS HEREUNDER.

Certain Waivers. The (a) Each Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate disability or other authority defense of any Borrower or any other defense guarantor, or the cessation from any cause whatsoever (including any act or omission of the Designated Borrowers Secured Parties) of the liability of any Borrower; (ii) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of any other Person; Borrower; (iii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (iv) any defense based upon right to require any Guaranteed Party’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 Secured Party to proceed against any Designated Borrower Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other obligor remedy in the Secured Parties’ power whatsoever; (v) until the payment in full of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality and termination of the foregoingCommitments made under the Credit Agreement, any benefit of and any right to participate in any security now or hereafter held by the Secured Parties; and (vi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. For purposes of this paragraph only, references to the “principal” include each of HIL and Holdings and references to the “creditor” include each Secured Party. In accordance with Section 2856 of the California Civil Code, each Guarantor waives, until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to 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 conflict have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, to any other Guarantor or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in any case in accordance with the terms antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed 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 laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.

Certain Waivers. The Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated BorrowerTo the extent permitted by applicable Laws, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party 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 § 9-611 of the New York Uniform Commercial Code Guarantors waive (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority similar defense of any Borrower, any other Guarantor or any other defense guarantor, or the cessation from any cause whatsoever of the Designated Borrowers or liability of any other Person; Borrower; (ivb) any defense based upon on any Guaranteed Partyclaim that any Guarantor’s errors obligations exceed or omissions in are more burdensome than those of any Borrower; (c) the administration benefit of any statute of limitations affecting the Guaranteed Obligations; Guarantors’ liability hereunder; (vd) any rights right to set-offs and counterclaims; (vi) require 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 Secured Party to proceed against any Designated Borrower Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other obligor remedy in the Secured Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Obligations for reimbursementSecured Parties; and and (viif) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties, in each case, other than (i) a defense of payment or performance in full of 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. Subject to the immediately preceding paragraph and to the extent permitted by applicable Laws, the Guarantors expressly 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. 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 California Civil Code, including all rights or defenses the Guarantors may conflict have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in either case in accordance with the terms antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed the Guarantors’ rights 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 laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.

Certain Waivers. 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 Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other Person; guarantor, or the cessation from any cause whatsoever (ivincluding any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based upon on any Guaranteed Partyclaim that such Guarantor’s errors obligations exceed or omissions in the administration are more burdensome than those 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 any Designated Borrower or any other obligor Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Guaranteed Obligations Borrower or any other Loan Party, proceed against or exhaust any security for reimbursementthe Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; and (viie) without limiting the generality any benefit of the foregoing, and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the 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 conflict with 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 terms amount of this Guarantythe 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 agrees protest to any Subsidiary of any of the 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 (a) the failure of any applicable Lender (or any of its Affiliates) to assert: 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 otherwise; (ib) any right to require any Guaranteed Party to marshal assets in favor extension or renewal of any Designated Borrowerof the Additional Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the Guarantorterms or provisions of this Agreement, any other Loan Party Document, any Guaranteed Cash Management Agreement, any Guaranteed Hedge Agreement or other agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Additional Guaranteed Obligations; (e) the failure of any applicable Lender (or any of its Affiliates) to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Additional Guaranteed Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any Subsidiary or any other Personguarantor of any of the Additional Guaranteed Obligations; (g) the enforceability or validity of the Additional Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to proceed 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 Designated BorrowersAdditional Guaranteed Obligations, for any reason related to this Agreement, any other Loan Party Document, any Guaranteed Cash Management Agreement, any Guaranteed Hedge Agreement, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Subsidiary or any other Personguarantor of the Additional Guaranteed Obligations, to proceed against or exhaust of 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 Additional Guaranteed Obligations or comply with any other provisions of § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty.otherwise

Certain Waivers. The Guarantor waives and agrees not (a) Each Pledgor waives, to assert: 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 Guaranteed Party of the Secured Parties (A) to marshal assets proceed against any Person, (B) to exhaust any other collateral or security for any of the Secured Obligations, (C) to pursue any remedy in favor any Secured 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; and (iii) all claims, damages, and demands against the Secured Parties arising out of the repossession, retention, sale or application of the proceeds of any Designated Borrowersale of the Pledged Collateral. (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 GuarantorPledgors shall be credited only with payments actually made by the purchaser, received by 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. (c) 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 Secured 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 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 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 Secured Parties may deem proper; (iv) the Secured Parties may discharge or release, in whole or in part, any other Loan Party guarantor or any other Person, to proceed against Person liable for the Designated Borrowers, any other Loan Party payment and performance of all or any other Personpart of the Secured Obligations, and may permit or consent to proceed against any such action or exhaust 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 Secured 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, to give notice of the terms, time Secured Parties may take and place hold other security (legal or equitable) of any public or private sale of personal property security constituting the Collateral or other kind, at any time, as collateral for the Guaranteed Obligations Secured Obligations, and may, from time to time, in whole or comply with in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such security and may permit or consent to any other provisions such action or the result of § 9-611 any such action, and may apply such security and direct the order or manner of sale thereof; (vi) the Secured Parties may request and accept any guaranties of the New York Uniform Commercial Code (Secured Obligations and may, from time to time, in whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise or extend any equivalent provision such guaranty and may permit or consent to any such action or the result of any other applicable lawsuch action; and (vii) the Secured Parties may exercise, or to pursue waive or otherwise refrain from exercising, any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) including the defense right to accelerate the maturity of the statute Loan Documents and any power of limitations in any action hereunder or for sale) granted by the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate Loan Documents or other authority security document or any other defense of the Designated Borrowers agreement, or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, otherwise available to the fullest extent permitted by lawSecured Parties, with respect to the Secured Obligations, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty.the

Certain Waivers. The To the fullest extent permitted by applicable Law, each Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other Person; Guarantor, or the cessation from any cause whatsoever (ivincluding any act or omission of any Lender Party) of the liability of the Borrower other than indefeasible payment and performance in full of the Guaranteed Obligations, (b) any defense based upon on any Guaranteed Partyclaim that such Guarantor’s errors obligations exceed or omissions in are more burdensome than those of the administration Borrower, (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder, (d) any right to require any Lender Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations; , or pursue any other remedy in any Lender Party’s power whatsoever, (ve) any rights benefit of and any right to set-offs participate in any security now or hereafter held by any Lender Party and counterclaims; (vif) 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 any Designated Borrower or any and all other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any 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, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Guaranteed Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. (a) The Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate disability or other authority defense of any Borrower or any other defense guarantor, or the cessation from any cause whatsoever (including any act or omission of the Designated Borrowers Secured Parties) of the liability of any Borrower; (ii) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of any other Person; Borrower; (iii) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (iv) any defense based upon right to require any Guaranteed Party’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 Secured Party to proceed against any Designated Borrower Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other obligor remedy in the Secured Parties’ power whatsoever; (v) until the payment in full of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality and termination of the foregoingCommitments made under the Credit Agreement, any benefit of and any right to participate in any security now or hereafter held by the Secured Parties; and (vi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. For purposes of this paragraph only, references to the “ principal ” include each of HIL and Holdings and references to the “ creditor ” include each Secured Party. In accordance with Section 2856 of the California Civil Code, the Guarantor waives, until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to the Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses the Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, or which may conflict 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 terms antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed the Guarantor’s right of subrogation and reimbursement against the principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise. No other provision of this 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 laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.

Certain Waivers. The Each US Guarantor waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other Person; guarantor, or the cessation from any cause whatsoever (ivincluding any act or omission of any Secured Party) of the liability of the Borrower other than indefeasible payment and performance in full of the Guaranteed Obligations, (b) any defense based upon on any Guaranteed claim that such US Guarantor’s obligations exceed or are more burdensome than those of the Borrower, (c) the benefit of any statute of limitations affecting such US Guarantor’s liability hereunder, (d) any right to require any Secured Party to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in any Secured Party’s errors power whatsoever, (e) any benefit of and any right to participate in any security now or omissions hereafter held by any Secured Party, (f) any defense relating to the failure of the Secured Party to comply with applicable laws in connection with the administration sale or other disposition of collateral for all or any part of the Guaranteed Obligations; , (vg) any rights to set-offs and counterclaims; amendment or waiver of the term of any Guaranteed Obligation, (vih) any defense based upon an election law or regulation 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 any Designated Borrower jurisdiction or any other obligor event affecting any term of the a Guaranteed Obligations for reimbursement; and Obligation and (viii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each US Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Guaranteed Obligations, and all notices of acceptance of this GuarantyUS Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Guarantor Holdings and the US Borrower each waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iiia) any defense arising by reason of any lack of corporate disability or other authority defense of any Borrower or any other defense guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the Designated Borrowers or liability of any other Person; Borrower; (ivb) any defense based upon on any Guaranteed Partyclaim that Holdings’ or the US Borrower’s errors obligations exceed or omissions in are more burdensome than those of any Borrower; (c) the administration benefit of any statute of limitations affecting Holdings’ or the Guaranteed Obligations; US Borrower’s liability hereunder; (vd) 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 any Designated Borrower Borrower, proceed against or exhaust any security for the Obligations, or pursue any other obligor remedy in the power of the any Guaranteed Obligations for reimbursementParty whatsoever; and (viie) without limiting the generality any benefit of the foregoing, and any right to participate in any security now or hereafter held by any Guaranteed Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Holdings and the US Borrower each expressly waives all setoffs and counterclaims and all presentments, demands for payment or which may conflict performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the terms Obligations, and all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Obligations. 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 construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Obligations.

Certain Waivers. The Guarantor Each Credit Party hereby irrevocably and unconditionally waives and agrees not to assert: (i) any right to require any Guaranteed Party to marshal assets in favor promptness and diligence, (ii) notice of any Designated Borrower, the Guarantor, actions taken by Administrative Agent or any Lender hereunder or under any other Loan Party Credit Document or any other Personagreement or instrument relating hereto or thereto except to the extent otherwise provided herein, to proceed against the Designated Borrowers, any other Loan Party 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) 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 defense arising by reason Credit Party of any lack of corporate its obligations hereunder or under the other authority or any other defense of the Designated Borrowers or any other Person; Credit Documents, (iv) any defense based upon requirement that Administrative Agent or any Guaranteed 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’s errors , Guarantor or omissions in any other Person or against any collateral for the administration of the Guaranteed Obligations; , (v) any rights right or claim of right to set-offs cause a marshalling of Borrower's assets 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 all rights of the Guarantor subrogation or the right contribution, whether arising by contract or operation of the Guarantor law or otherwise by reason of payment by Borrower pursuant hereto or pursuant to proceed against any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and Credit Document. EACH CREDIT PARTY 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 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 (viiW) without limiting the generality of the foregoingINJUNCTIVE RELIEF, to the fullest extent permitted by law(X) A TRIAL BY JURY, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties(Y) INTERPOSE ANY COUNTERCLAIM THEREIN, or which may conflict with the terms of this GuarantyOTHER THAN A COMPULSORY COUNTERCLAIM, AND/OR (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING 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 any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of any Borrower, other than the defense that the Guaranteed Obligations have been fully performed and agrees not to assert: indefeasibly paid in full in cash; (ib) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of any Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require any Guaranteed Party to marshal assets in favor of proceed against any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 Obligations, or comply with any other provisions of § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of remedy in 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 lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) Party’s power whatsoever and any defense based upon the 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 any Guaranteed Party’s errors ; (f) any fact or omissions in the administration of circumstance related to the Guaranteed Obligations; (v) any rights Obligations which might otherwise constitute a defense 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 obligations of the Guarantor or under this Guaranty, other than the right of the Guarantor to proceed against any Designated Borrower or any other obligor of defense that the Guaranteed Obligations for reimbursement; and have been fully performed and indefeasibly paid in full in cash and (viig) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties 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 any fact or circumstance relating to the Guaranteed Obligations which may conflict with might otherwise constitute a defense to the terms 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 and agrees not to assert: waives: (i) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, 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 § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate disability or other authority or any other defense of the Designated Borrowers Borrower or any other Person; guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (ii) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (iii) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (iv) any defense based upon right to proceed against the Borrower or any Guaranteed other Loan Party’s errors , proceed against or omissions exhaust any security for the Total Obligations, or pursue any other remedy in the administration power of the Guaranteed Obligations; any Secured Party whatsoever; (v) any rights benefit of and any right to set-offs participate in any security now or hereafter held by any Secured Party; 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 any Designated Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Laws limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Total Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Total Obligations. (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 contingent upon the genuineness, validity or enforceability of the Total Obligations or any of the Loan Documents. Each Guarantor waives all benefits and defenses it may have under California Civil Code Section 2810 or 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 may conflict 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 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 terms Loan Documents. (3) Each Guarantor waives all benefits and defenses it may have under California Civil Code §§ 2845, 2849 and 2850 or any similar laws of any other applicable jurisdiction with respect to its obligations under this GuarantyAgreement, including the right 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 any Designated Borrowerthe Borrowers, the Guarantor, any other Loan Document Party or any other Person, to proceed against the Designated Borrowersany Borrower, any other Loan Document Party or any other Person, to proceed against or exhaust any of the CollateralCollateral 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 § 9-611 §9611 of the New York Uniform Commercial Code California UCC (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of any Borrower, the Designated Borrowers Guarantor, any other Loan Document Party or any other Person; (iv) any defense based upon any Guaranteed Party’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 any Designated Borrower Borrower, any other Loan Document Party or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any rights and defenses available to the Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code and any and all benefits that otherwise might be available to the Guarantor under California 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 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 the Guarantor may have because any Borrower’s debt is or may be secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.