Common use of Certain Waivers Clause in Contracts

Certain Waivers. Each Guarantor 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 assert any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6.

Certain Waivers. Each To the extent permitted by applicable Laws, the Guarantor acknowledges and agrees that waives (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or 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 assert any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a similar defense of any Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of any Borrower; (b) 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) it will not assert any claims right to require any Secured Party to proceed against any Borrower, proceed against or set-off rights that such Guarantor may haveexhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Secured Parties’ power whatsoever; (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents any benefit of and agreements relating any right to the Credit Party Obligations or from foreclosing on participate in any security now or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither hereafter held by the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances Secured Parties; and (f) it will not seekany 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, 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. Company Guaranty Subject to the immediately preceding paragraph and to the extent permitted by applicable Laws, the Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and hereby 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 the Parent and Kofax Switzerland and references to the “creditor” include each Secured Party. In accordance with Section 2856 of the California Civil Code, the Guarantor waives all rights and defenses (i) available to the Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses the Guarantor may have by reason of protection afforded to the principal with respect to any rightof the Guaranteed Obligations, or to have any other guarantor of any of the Collateral or Guaranteed Obligations with respect to any part thereof marshaled upon any foreclosure of such guarantor’s obligations under its guarantee, in either case in accordance with the antideficiency or other disposition laws of the Collateral. Each Guarantor agrees that State of California limiting or discharging the principal’s Indebtedness or such Guarantor shall have no right other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of recourse 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 Credit Party Guaranteed Obligations), except through has destroyed the exercise of rights Guarantor’s right of subrogation pursuant and reimbursement against the principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Agreement shall be governed by, and shall be construed and enforced in accordance with the laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to Section 9.2 and through mean that any of the exercise above-referenced provisions of rights California law are in any way applicable to this Guaranty or to any of contribution pursuant to Section 9.6the Guaranteed Obligations.

Certain Waivers. Each Guarantor acknowledges and agrees that The Administrative Borrower waives (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of any Loan Party or Collateral interestsany Foreign Swap Obligor, and without or the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against the Borrowers hereunder Administrative Agent or against any Collateral securing other Secured Party) of the Credit liability of any Loan Party Obligations or otherwise, any Foreign Swap Obligor; (b) it will not assert any defense based on any claim that the Administrative Borrower’s obligations under this Borrower Guaranty exceed or are more burdensome than those of the Guarantors or any Foreign Swap Obligor; (c) the benefit of any statute of limitations affecting the Administrative Borrower’s liability under this Borrower Guaranty; (d) any right to require the action first be taken against the Borrowers Administrative Agent or any other Person (including Secured Party to proceed against any other Guarantor) Loan Party or pursuit of 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 enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, Secured Parties’ power whatsoever; (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents any benefit of and agreements relating any right to the Credit Party Obligations or from foreclosing on participate in any security now or Collateral interests relating hereto hereafter held by the Administrative Agent or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances Secured Party; and (f) it will 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 payment in full of all Obligations (other than unasserted contingent obligations not seekyet 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 performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Subsidiary Obligations, and hereby waives any right, to have the Collateral all notices of acceptance of this Borrower Guaranty or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right existence, creation or incurrence of recourse to security for the Credit Party new or additional Guaranteed Subsidiary Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6.

Certain Waivers. Each To the fullest extent permitted by Law, each Guarantor acknowledges hereby expressly and agrees that unconditionally waives: (a) notice of any of the guaranty given hereby matters referred to in Section 3 hereof; (b) all notices which may be enforced without the necessity required by statute, rule of resorting to law or otherwise exhausting remedies (except as expressly required to be given to the Guarantors by any Facility Sublease Document) to preserve any rights against the Guarantors hereunder, including notice of the acceptance of this Guaranty by the Guaranty Beneficiary, or the creation, renewal, extension, modification or accrual of the Obligations or notice of any other matters relating thereto, any presentment, demand, notice of dishonor, protest or nonpayment of any damages or other amounts payable under any Facility Sublease Document or any Operative Document; (c) any requirement for the enforcement, assertion or exercise of any right, remedy, power or privilege under or in respect of any other security Facility Sublease Document or Collateral interestsany Operative Document, and without including diligence in collection or protection of or realization upon or in respect of the necessity at any time of having to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwiseany 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; (bf) it will 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 assert relieve the Guaranty Beneficiary of any such obligation; and (g) the right to require the action first be taken Guaranty Beneficiary to proceed against the Borrowers Guaranteed Party or any other Person (including liable on the Obligations, to proceed against or exhaust security held from any Guaranteed Party or any other Guarantor) Person, or pursuit of to pursue any other remedy in the 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. The Guaranty Beneficiary may, at its election, exercise any right or enforcement remedy it might have against the Guaranteed Party or any security held by the Guaranty Beneficiary, including the right to 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 each Guarantor waives any defense arising out of the absence, impairment or loss of any right of reimbursement, contribution or any other rightright or remedy of such Guarantor against the Guaranteed Party or any such security, (c) it will 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 Party and of all other circumstances bearing upon the risk of nonpayment or nonperformance of the Obligations and agrees that the Guaranty Beneficiary shall not assert have any defenses (i) with respect duty to advise any Guarantor of information regarding any condition or circumstance or any change in the corporate existence such condition or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateralcircumstance. Each Guarantor agrees acknowledges that such the Guaranty Beneficiary has not made any representation to the Guarantor shall have no right concerning the financial condition 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 exercise of rights of contribution pursuant to Section 9.6Guaranteed Party.

Certain Waivers. Each The Guarantor acknowledges and agrees that waives to the fullest extent permitted by law (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of any Borrower, or Collateral interests, and without the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against any Lender or the Borrowers hereunder or against Administrative Agent) of the liability of any Collateral securing the Credit Party Obligations or otherwise, Borrower; (b) it will not assert any defense based on any claim that Guarantor’s obligations exceed or 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 action first be taken against the Borrowers Administrative Agent or any other Person (including Lender to proceed against any other Guarantor) Borrower, proceed against or pursuit of exhaust any security for the Liabilities, or pursue any other remedy in the Administrative Agent’s or enforcement any Xxxxxx’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender; (f) any fact or circumstance related to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this Agreement; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Liabilities have been fully performed, and the Liabilities and any other rightamounts payable under this Agreement, (c) it will not assert have been indefeasibly paid in full in cash. 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 defenses (i) kind or nature whatsoever with respect to the Liabilities, and all notices of acceptance of this guaranty 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 change in 47 instrument or agreement evidencing any Liabilities, or by the corporate existence existence, validity, enforceability, perfection, non-perfection or structure extent of any Borrowercollateral therefor, (ii) with respect or by any fact or circumstance relating to any Law of any jurisdiction or any event affecting any term of the Liabilities which might otherwise constitute a defense to the obligations of each Guarantor under this Section guaranty, and Guarantor hereby irrevocably waives any defenses it may now have or (iii) as a result or related hereafter acquire in any way relating to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateralforegoing. 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 exercise of rights of contribution pursuant to Section 9.6.8.5

Certain Waivers. Each Guarantor acknowledges and agrees that of the undersigned hereby expressly waives: (a) notice of the guaranty given hereby may be enforced without acceptance by the necessity of resorting to Administrative Agent or otherwise exhausting remedies in respect of any other security or Collateral interests, and without the necessity at any time Lender Party of having to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwisethis Guaranty, (b) it will not assert any right to require notice of the action first be taken against the Borrowers existence or any other Person (including any other Guarantor) creation or pursuit non-payment of any other remedy or enforcement any other rightof the Liabilities, (c) it will presentment, demand, notice of dishonor, protest, and all other notices whatsoever, (d) all diligence in collection or protection of or realization upon any Liabilities or any security for or guaranty of any Liabilities and (e) any right (except as shall be required by applicable statute and cannot assert be waived) to require any defenses Lender Party to (i) with respect to proceed against the Company, any change in the corporate existence other guarantor or structure of any Borrowerother party, (ii) with respect to proceed against or exhaust any Law of security held from the Company, any jurisdiction other guarantor or any event affecting any term of the obligations of each Guarantor under this Section other party or (iii) as a result or related to pursue any other circumstance that might constitute a remedy in any Lender Party’s power whatsoever. Each of the undersigned waives any defense based on or arising out of any defense of the Company, any Borrower other guarantor or any Guarantorother party, (d) it will not assert other than payment in full of the Liabilities, based on or arising out of the disability of the Company, any claims other guarantor or set-off rights that such Guarantor may haveany other party, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations validity, legality 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 unenforceability of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral Liabilities or any part thereof marshaled upon from any foreclosure cause, or the cessation from any cause of the liability of the Company other than payment in full of the Liabilities. Each of the undersigned agree that the Lender Parties may, at their election, foreclose on any security held by the Administrative Agent or any other Lender Party by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Lender Parties may have against the Company or any other party, or any security, without affecting or impairing in any way the liability of any of the undersigned hereunder except to the extent the Liabilities have been paid. Each of the undersigned waives any defense arising out of any such election by the Lender Parties, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other disposition right or remedy of such undersigned against the Collateral. 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 exercise of rights of contribution pursuant to Section 9.6Company or any other party or any security.

Certain Waivers. Each Guarantor acknowledges and agrees that (a) To the guaranty given fullest extent permitted by applicable Law, the Guarantor hereby may be enforced without the necessity of resorting to expressly and irrevocably waives any and all rights or otherwise exhausting remedies in respect defenses arising by reason of any Law that would otherwise require any election of remedies by the Guaranteed Party. Without limiting the foregoing, the Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any of the Guaranteed Obligations and all other security or Collateral interestsnotices 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), 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 assert any right to require the action first Guaranteed Party to proceed against Top Parent, Parent, BBX Intermediate and Merger Sub, all defenses which may be taken against available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the Borrowers 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 (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses than (i) as a result of payment of the Guaranteed Obligations in full in accordance with respect to any change in the corporate existence or structure of any Borrowertheir terms, (ii) with respect defenses to any Law of any jurisdiction or any event affecting any term the payment of the obligations 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 each Guarantor under this 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; the foregoing clauses (i), (ii) and (iii), the “Retained Defenses”). The Guarantor hereby unconditionally and irrevocably agrees that it shall not, directly or related indirectly, institute, and shall cause its respective Affiliates not to institute, any other circumstance that might constitute Action or make any claim asserting that, or assert as a defense of any Borrower that, this Limited Guarantee is illegal, invalid or any Guarantor, (d) unenforceable in accordance with its terms. The Guarantor acknowledges that it and its Affiliates 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 receive substantial direct and indirect benefits from the Borrowers hereunder, under transactions contemplated by the other 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 Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6Merger Agreement.

Certain Waivers. Each Guarantor acknowledges and agrees that (awaives to the fullest extent permitted by law(a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Borrower or Collateral interestsany other guarantor, and without or the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against the Borrowers hereunder or against any Collateral securing Administrative Agent) of the Credit Party Obligations or otherwise, liability of the Borrower; (b) it will not assert any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the action first be taken Administrative Agent to proceed against the Borrowers Borrower, proceed against or exhaust any other Person (including any other Guarantor) security for the Guaranteed Obligations, or pursuit of pursue any other remedy in the Administrative Agent’s power whatsoever and any defense based upon the doctrine of marshalling of assets or enforcement of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (g) to the fullest extent permitted by law, any and all other rightdefenses 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, (c) it will not assert demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any defenses (i) 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 change in instrument or agreement evidencing any Guaranteed Obligations, or by the corporate existence existence, validity, enforceability, perfection, non-perfection or structure extent of any Borrowercollateral therefor, (ii) with respect or by any fact or circumstance relating to any Law of any jurisdiction or any event affecting any term of the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantors under this Guaranty, and each Guarantor under this Section hereby irrevocably waives any defenses it may now have or (iii) as a result or related hereafter acquire in any way relating to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6foregoing.

Certain Waivers. Each Guarantor acknowledges Calpine hereby waives and relinquishes all rights and remedies accorded by applicable law to sureties or guarantors and agrees that not to assert or take advantage of any such rights or remedies, including without limitation (a) the guaranty given hereby may be enforced without the necessity of resorting any right to require CGC or otherwise exhausting remedies in respect of a Facility Owner to proceed against, or to exhaust any security held by, any other security person or Collateral interests, and without the necessity to at any time or to pursue any other remedy in CGC's or a Facility Owner's power before proceeding against Calpine, (b) any defense that may arise by reason of having the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of CGC, a Facility Owner or any other person or the failure of any person to take recourse file or enforce a claim against the Borrowers hereunder estate (in administration, bankruptcy or any other proceeding) of CGC, a Facility Owner or any other person, (c) demand, presentment, protest and notice of any kind except as provided herein, including without limitation notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of CGC or a Facility Owner, (d) any defense based upon an election of remedies by any person which destroys or otherwise impairs the subrogation rights of Calpine, the right of Calpine to proceed against any Collateral securing person for reimbursement, or both, (e) any defense based on any offset against any amounts which may be owed by CGC or a Facility Owner to Calpine for any reason whatsoever, (f) any defense based on any act, failure to act, delay or omission whatsoever on the Credit Party Obligations part of CGC or a Facility Owner or the failure by CGC or a Facility Owner 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 Notes, the Debt Agreements, the Maintenance Services Agreement, the LTSAs or any other document or agreement relating to the Facilities Under Construction, the Other Facilities or otherwise, (bg) any duty on the part of CGC or a Facility Owner to disclose to Calpine any facts it will not assert may now or hereafter know about CGC, a Facility Owner or any right of the Obligations, regardless of whether it has reason to require believe that any such facts materially increase the action first be taken against risk beyond that which Calpine intends to assume, or have reason to believe that such facts are unknown to Calpine, or have a reasonable opportunity to communicate such facts to Calpine, since Calpine acknowledges that it is fully responsible for being and keeping informed of the Borrowers financial condition of CGC and the Facility Owners, (h) the fact that Calpine may at any time in the future dispose of all or part of its direct or indirect interest in CGC, any Facility Owner or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other rightsubsidiary, (c) it will not assert any defenses and (i) with respect to any defense based on any change in the corporate existence time, manner or structure place of any Borrowerpayment or performance under, (ii) with respect to or in any Law of any jurisdiction other term of, the Notes, the Debt Agreements, the Maintenance Services Agreement, the LTSAs or any event affecting any term of the obligations of each Guarantor under this Section other document or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements agreement relating to the Credit Party Obligations Facilities Under Construction, the Other Facilities or from foreclosing on any security otherwise or Collateral interests relating hereto or thereto, or from exercising any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of such agreements; provided, however, that nothing herein shall constitute a waiver or relinquishment of any rights or remedies available in respect thereofobligations CGC may have hereunder or under the Debt Agreements, if neither including its right to draw funds under the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such Revolving Credit Agreement or its rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6use Excess Cash Flow.

Certain Waivers. Each Guarantor acknowledges Borrower hereby irrevocably and agrees that --------------- unconditionally waives (ai) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other security Loan Document or Collateral interestsany other agreement or instrument relating hereto or thereto except to the extent otherwise provided herein, (iii) all other notices, demands and protests, and without all other formalities of every kind in connection with the necessity at 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 time of having to take recourse against the Borrowers its obligations hereunder or against any Collateral securing under the Credit Party Obligations or otherwiseother Loan Documents, (biv) it will not assert any requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Loan or exhaust any right to require the or take any action first be taken against the Borrowers Borrower, Guarantor or any other Person (including or against any other Guarantor) or pursuit of any other remedy or enforcement any other rightcollateral for the Loan, (cv) it will not assert any defenses right or claim of right to cause a marshalling of Borrower's assets and (ivi) with respect to any change in the corporate existence all rights of subrogation or structure contribution, whether arising by contract or operation of any Borrower, (ii) with respect to any Law law or otherwise by reason of any jurisdiction payment by Borrower pursuant hereto or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any GuarantorLoan 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 (W) INJUNCTIVE RELIEF, (dX) it will not assert any claims or set-off rights that such Guarantor may haveA TRIAL BY JURY, (eY) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunderINTERPOSE ANY COUNTERCLAIM THEREIN, under the other 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 theretoOTHER THAN A COMPULSORY COUNTERCLAIM, or from exercising any other rights or remedies available in respect thereofAND (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the CollateralACTION OR PROCEEDING. 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 exercise of rights of contribution pursuant to Section 9.6NOTHING 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. Each Guarantor acknowledges To the extent permitted by law, Pledgor hereby waives and relinquishes, to the maximum extent permitted by applicable laws, all rights and remedies accorded to pledgors, sureties or guarantors and agrees that not to assert or take advantage of any such rights or remedies, including: (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 assert any right to require Collateral Agent or the action first be taken other Secured Parties to proceed against the Borrowers Issuer or any other Person (including or to proceed against or exhaust any security held by Collateral Agent or the other Guarantor) Secured Parties at any time or pursuit of to pursue any other remedy in Collateral Agent’s or enforcement any other right, Secured Party’s power before proceeding against Pledgor; (b) any right to enforce any remedy that Collateral Agent or any other Secured Party may have against Issuer or any other Person and any right to participate in any security held by Collateral Agent until the Release Date; (c) it will not 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 expressly set forth herein or expressly provided in any of the Note Documents; (d) any right to assert the bankruptcy or insolvency of Issuer or any defenses other Person as a defense hereunder or as the basis for rescission hereof and any defense arising because of Collateral Agent’s or any other Secured Party’s election, in any proceeding instituted under the United States Bankruptcy Code, of the application of Section 1111(b)(2) of the United States Bankruptcy Code; (e) any right under any law purporting to reduce Pledgor’s obligations hereunder if the Secured Liabilities are reduced other than as a result of payment of such Secured Liabilities; (f) any defense based on the repudiation of any Note Document by Issuer or any other Person, the failure by Collateral Agent or any other Secured Party to enforce any claim against Pledgor, Issuer or any other Person or the unenforceability in whole or in part of any Note Document; (g) 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; (h) any defense based upon an election of remedies by Collateral Agent or any other Secured Party, including an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against Issuer or another Person for reimbursement, or both; (i) with respect any defense based on any offset against any amounts which may be owed by any Person to Pledgor for any reason whatsoever; (j) any defense based on any act, failure to act, delay or omission whatsoever on the part of Issuer or any of its Affiliates or the failure by Issuer 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 any Note Document; (k) any defense, setoff or counterclaim which may at any time be available to or asserted by Issuer or any of its Affiliates against Collateral Agent, any other Secured Party or any other Person under any Note Document (other than the occurrence of the Release Date); (l) any duty on the part of Collateral Agent or any other Secured Party to disclose to Pledgor any facts or other information Collateral Agent or any other Secured Party may now or hereafter know about Issuer or any of its Affiliates related to the business, operations or condition (financial or otherwise) of Issuer or its properties or to any Note Document or the transactions undertaken pursuant to, or contemplated by, any such Note Document, regardless of whether Collateral Agent or any other Secured Party 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; (m) any defense based on any change in the corporate existence time, manner or structure place of any Borrowerpayment under, (ii) with respect to or in any Law other term of, any Note Document or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of any jurisdiction Note Document; and (n) any defense based upon any borrowing or any event affecting any term grant of a security interest under Section 364 of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6United States Bankruptcy Code.

Certain Waivers. Each Guarantor acknowledges and agrees that waives (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Borrower or Collateral interestsany other guarantor, and without or the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against any Secured Party) of the Borrowers hereunder liability of the Borrower or against any Collateral securing the Credit Party Obligations or otherwise, other Loan Party; (b) it will not assert 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; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to require the action first be taken proceed against the Borrowers Borrower or any other Person (including Loan Party, proceed against or exhaust any other Guarantor) security for the Secured Obligations, or pursuit of pursue any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure power of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, Secured Party whatsoever; (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents any benefit of and agreements relating any right to the Credit Party Obligations or from foreclosing on participate in any security now or Collateral interests relating hereto or thereto, or from exercising hereafter held by any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances Secured Party; and (f) it will not seekto the fullest extent permitted by law, any and hereby waives any right, to have all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the Collateral liability of or any part thereof marshaled upon any foreclosure exonerating guarantors or other disposition of the Collateralsureties. Each Guarantor agrees 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. 113 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 Guarantor shall have no right of recourse as a nonjudicial foreclosure with respect to security for the Credit Party Obligationsa guaranteed obligation, except through the exercise of has destroyed such Agent’s or Lxxxxx’s rights of subrogation pursuant and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 9.2 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and through 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 exercise California Civil Code or any similar law of rights of contribution pursuant to Section 9.6California.

Certain Waivers. Each Guarantor acknowledges and agrees that waives to the fullest extent permitted by law (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of any Borrower, any other Guarantor or Collateral interestsany other guarantor, and without or the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against the Borrowers hereunder Administrative Agent or against any Collateral securing Lender Party) of the Credit Party Obligations or otherwise, liability of any Borrower; (b) it will not assert any defense based 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 require the action first be taken against the Borrowers Administrative Agent or any other Person (including Lender Party to proceed against any other Guarantor) Borrower, proceed against or pursuit of exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or enforcement any Lender 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 the Administrative Agent or any Lender Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (g) to the fullest extent permitted by law, any and all other rightdefenses 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, (c) it will not assert demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any defenses (i) 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 change in instrument or agreement evidencing any Guaranteed Obligations, or by the corporate existence existence, validity, enforceability, perfection, non-perfection or structure extent of any Borrowercollateral therefor, (ii) with respect or by any fact or circumstance relating to any Law of any jurisdiction or any event affecting any term of the Guaranteed Obligations which might otherwise constitute a defense to the obligations of each a Guarantor under this Section Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or (iii) as a result or related hereafter acquire in any way relating to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6foregoing.

Certain Waivers. Each The Guarantor acknowledges and agrees that (awaives to the fullest extent permitted by law(a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or 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 assert any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Lender Party) of the liability of any Borrower; (b) 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) it will not assert any claims right to require the Administrative Agent or set-off rights that such Guarantor may haveany Lender Party to proceed against any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or any Lender Party’s power whatsoever and any defense based upon the doctrine of marshalling of assets or of election of remedies; (e) nothing contained herein any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties 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 prevent not be affected by the genuineness, validity, regularity or limit action being taken against enforceability of the Borrowers hereunderGuaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, under or by the other Credit Documents existence, validity, enforceability, perfection, non-perfection or the other documents and agreements extent of any collateral therefor, or by any fact or circumstance relating to the Credit Party Guaranteed 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 which might otherwise constitute a defense to the Borrowers nor obligations of the Guarantors shall timely perform their obligationsGuarantor under this Guaranty, and the exercise of Guarantor hereby irrevocably waives any such rights and completion of defenses it may now have or hereafter acquire in any such foreclosure proceedings shall not constitute a discharge way relating to any or all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6foregoing.

Certain Waivers. Each Guarantor acknowledges waives, to the fullest extent permitted by law, promptness, diligence, presentment, demand, protest, notice of acceptance, notice of Guaranteed Obligations incurred and agrees that (a) the guaranty given hereby all other notices of any kind, other than demand for payment or performance hereunder, and, subject to Section 4 below, all defenses which may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect available by virtue of any valuation, stay, moratorium Law or other security similar Law now or Collateral interestshereafter in effect, 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 assert any right to require the action first be taken against the Borrowers marshalling of Guarantor’s assets or any other Person (including any other Guarantor) primarily or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) secondarily liable with respect to any change Guaranteed Obligation, and all suretyship defenses generally. Without limiting the generality of the foregoing but subject to the terms of Section 2 above, Guarantor agrees that its obligations hereunder shall not be released or discharged, in the corporate existence whole or structure of any Borrowerin part, or otherwise affected by, (iii) subject to Section 4 below, the failure of Buyer or any Buyer Indemnitee to assert any claim or demand or to enforce any right or remedy against Seller or any other Person primarily or secondarily liable with respect to any Law of the Guaranteed Obligations (except to the extent that such failure operates as an express and complete bar under the Purchase Agreement or Section 2 above); (ii) any extensions, compromises, consolidations or renewals of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or Guaranteed Obligations; (iii) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any rescissions, waivers, compromises, consolidations, amendments or modifications of any of the terms or provisions of the Purchase Agreement or any Ancillary Agreement; (iv) the addition, substitution or release of any Person primarily or secondarily liable for any of the Guaranteed Obligations; or (v) subject to Section 4 below, any other act or omission which might in any manner or to any extent vary the risk of Guarantor or otherwise operate as a result release or related to any other circumstance that might constitute a defense discharge of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor all of which may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating be done without notice to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6Guarantor.

Certain Waivers. Each Guarantor acknowledges Buyer and agrees that the Company agree, on their own behalf and on behalf of their respective Affiliates, that, following the Closing, Xxxxx Xxxxx L.L.P. and/or Xxxxxxxx Squibb & Shores, LLP may serve as counsel to any Seller and its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any dispute arising out of or relating to this Agreement and the transactions contemplated hereby, notwithstanding any representation by Xxxxx Xxxxx L.L.P. and/or Xxxxxxxx Squibb & Shores, LLP of Company Group prior to the Closing Date. Buyer, on behalf of itself and its Affiliates (including Company Group after the Closing) hereby (a) the guaranty given hereby may be enforced without the necessity consents to each of resorting to or otherwise exhausting remedies in respect Xxxxx Xxxxx L.L.P. and/or Xxxxxxxx Squibb & Shores, LLP representation of any other security Seller or Collateral interests, its Affiliates in connection with any matters related to this Agreement and without the necessity at any time of having to take recourse against transactions contemplated hereby (the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwise“Subject Representation”), (b) waives any claim it will not assert any right has or may have that Xxxxx Xxxxx L.L.P. and/or Xxxxxxxx Squibb & Shores, LLP has a conflict of interest or is otherwise prohibited from engaging in such Subject Representation based on its representation of Company Group prior to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, Closing and (c) it agrees that, in the event that a dispute arises between Buyer, Company Group or any of their respective Affiliates, on the one hand, and any Seller and/or its Affiliates, on the other hand, none of Buyer, Company Group or any of their respective Affiliates will not assert object to Xxxxx Xxxxx L.L.P. and/or Xxxxxxxx Squibb & Shores, LLP representing any defenses (i) Seller and/or its Affiliates in such dispute due to the interests of any Seller and its Affiliates being directly adverse to Buyer, Company Group or any of their respective Affiliates or due to Xxxxx Xxxxx L.L.P. and/or Xxxxxxxx Squibb & Shores, LLP having represented Company Group in a matter substantially related to such dispute. Buyer further agrees that, as to all communications among Xxxxx Xxxxx L.L.P. and/or Xxxxxxxx Squibb & Shores, LLP, Company Group, any Seller or their respective Affiliates and representatives prior to the Closing that relate in any way to the Subject Representation, the attorney-client privilege belongs, to the extent such privilege exists, to Seller and its Affiliates and may be controlled by any Seller and each of its Affiliates and will not, with respect to such privileged communications, pass to or be claimed by Buyer, Company Group, or any change in of their respective Affiliates. To the corporate existence extent that Buyer, Company Group, or structure any of their respective Affiliates has or maintains any Borrower, (ii) ownership of the privilege with respect to these communications, they agree, except as may be required by applicable Law, not to waive or to attempt to waive the privilege without the express written approval of the applicable Seller. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, any Law member of any jurisdiction Company Group and a Third Party (other than a Seller and its Affiliates) or any event affecting Governmental Body after the Closing, any term member of Company Group may assert the obligations attorney-client privilege against such Third Party to prevent disclosure of each Guarantor under this Section confidential communications by or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantorwith Xxxxx Xxxxx L.L.P. and/or Xxxxxxxx Squibb & Shores, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6LLP.

Certain Waivers. Each Guarantor acknowledges ProMedica and agrees the Debtor (on behalf of itself and its Affiliates) acknowledge that Xxxxxx & Xxxxxxx LLP and other legal counsel (a“Prior Debtor Counsel”) have, on or prior to the Closing Date, represented (i) the guaranty given hereby may be enforced without Carlyle Holders in connection with the necessity of resorting Transactions and (ii) the Debtor and its Subsidiaries and other Affiliates in one or more matters, including relating to or otherwise exhausting remedies this Agreement and the Transactions (each, an “Existing Representation”), and that, in respect the event of any other security or Collateral interests, and without the necessity at any time of having post-Closing matters (x) relating to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers this Agreement or any other Person agreements or Transactions (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other Guarantoragreements or in connection with such transactions) and (y) in which ProMedica or pursuit any of its Affiliates (including the Debtor and its Subsidiaries), on the one hand, and any Xxxxxxx Xxxxxx or any of its Affiliates (each, a “Designated Person”), on the other remedy hand, are or enforcement any may be adverse to each other right(each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Prior Debtor Counsel will represent them in connection with such matters. Accordingly, ProMedica and the Debtor (con behalf of itself and its Affiliates) it will not assert any defenses hereby (i) waive and shall not assert, and agree after the Closing to cause their Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Debtor Counsel of one or more Designated Persons in connection with respect to any change in one or more Post-Closing Matters (the corporate existence or structure of any Borrower“Post-Closing Representations”), and (ii) agree that, in the event that a Post-Closing Matter arises, Prior Debtor Counsel may represent one or more Designated Persons in the Post-Closing Matter even though the interests of such Person(s) may be directly adverse to ProMedica or any of its Affiliates (including the Debtor and its Subsidiaries), and even though Prior Debtor Counsel may (i) have represented the Debtor or its Subsidiaries in a matter substantially related to such dispute or (ii) be currently representing the Debtor or any of its respective Affiliates. Without limiting the foregoing, ProMedica and the Debtor (on behalf of itself and its Affiliates) consent to the disclosure by Prior Debtor Counsel, in connection with respect one or more Post-Closing Representations, to any Law the Designated Persons of any jurisdiction information learned by Prior Debtor Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Debtor or any event affecting of its Subsidiaries or Prior Debtor Counsel’s duty of confidentiality as to the Debtor or any term of its Subsidiaries and whether or not such disclosure is made before or after the obligations Closing. The Carlyle Holders and Xxxxxx & Xxxxxxx LLP are intended third-party beneficiaries, and are relying on the provisions of, of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.68.15.

Certain Waivers. Each Guarantor acknowledges and ACAS agrees that the obligations of ACAS hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the guaranty given hereby failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent; (b) any change in the time, place or manner of payment of any of the Obligations; (c) any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (d) any change in the corporate existence, structure or ownership of Parent; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or, (f) any defenses or benefits that may be enforced without derived from or afforded by law which limit the necessity liability of resorting or exonerate ACAS or sureties (other than pursuant to or otherwise exhausting remedies the Cap), in respect each case which may conflict with the terms of this Commitment Agreement; (g) the adequacy of any other security means the Company may have of obtaining repayment of any of the Obligations; or Collateral interests, and without (h) the necessity existence of any claim or set-off which ACAS or any of its affiliates may have at any time of having to take recourse against Parent, Merger Sub or the Borrowers hereunder or against any Collateral securing Company in connection with the Credit Party Obligations or otherwise. To the fullest extent permitted by law, ACAS hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. ACAS waives promptness, diligence, notice of the acceptance of this Commitment Agreement and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (b) it will not assert except for notices to be provided to Parent and its counsel in accordance with the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the action first be taken against the Borrowers marshalling of assets of Parent or any other Person person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (including other than fraud or willful misconduct by the Company or any of its subsidiaries, defenses to the payment of the Obligations that are available to Parent under the Merger Agreement or breach by the Company of this Commitment Agreement). ACAS acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Commitment Agreement are knowingly made in contemplation of such benefits. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective affiliates not to institute, any proceeding or bring any other Guarantorclaim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any ACAS or Parent Affiliate (as defined below) except for claims against ACAS under this Commitment Agreement, and ACAS hereby covenants and agrees that it shall not institute, and shall cause its respective affiliates not to institute, any proceeding asserting that this Commitment Agreement is illegal, invalid or pursuit unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). ACAS hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent that arise from the existence, payment, performance, or enforcement of ACAS’s Obligations under or in respect of this Commitment Agreement or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent or such other person, whether or not such claim, remedy or enforcement any right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, directly or indirectly, in cash or other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence property or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or by set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 in any other rights manner, payment or remedies available in respect thereofsecurity on account of such claim, if neither the Borrowers nor the Guarantors shall timely perform their obligationsremedy or right, unless and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge until all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations and all other amounts payable under this Commitment Agreement shall have been paid in full and the commitments relating thereto in cash. If any amount shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, paid to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition ACAS in violation of the Collateral. Each Guarantor agrees that immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and all other amounts payable under this Commitment Agreement, such Guarantor amount shall have no right of recourse to security be received and held in trust for the Credit Party Obligationsbenefit of the Company, except through shall be segregated from other property and funds of ACAS and shall forthwith be paid or delivered to the exercise Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Commitment Agreement, in accordance with the terms of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6Merger Agreement.

Certain Waivers. Each Guarantor acknowledges and agrees that waives to the fullest extent permitted by law (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Borrower or Collateral interestsany other guarantor, and without or the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against the Borrowers hereunder or against any Collateral securing Lenders) of the Credit Party Obligations or otherwise, liability of the Borrower; (b) it will not assert any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the action first be taken Lenders to proceed against the Borrowers Borrower, proceed against or exhaust any other Person (including any other Guarantor) security for the Obligations, or pursuit of pursue any other remedy in each Lender’s power whatsoever and any defense based upon the doctrines of marshalling of assets or enforcement of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lenders; (f) any fact or circumstance related to the Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (g) any and all other rightdefenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (c) it will not assert 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 performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any defenses (i) kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any change in instrument or agreement evidencing any Obligations, or by the corporate existence existence, validity, enforceability, perfection, non-perfection or structure extent of any Borrowercollateral therefor, (ii) with respect or by any fact or circumstance relating to any Law of any jurisdiction or any event affecting any term of the Obligations which might otherwise constitute a defense to the obligations of each Guarantor under this Section Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or (iii) as a result or related hereafter acquire in any way relating to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6foregoing.

Certain Waivers. Each Guarantor acknowledges and agrees that waives (a) any defense arising by reason of any disability or other defense of the guaranty given hereby Borrower or any other 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; (b) 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; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) 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 any Secured Party whatsoever; (e) any benefit of 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 enforced without derived from or afforded by applicable Law limiting the necessity liability of resorting to or otherwise exhausting remedies exonerating guarantors or sureties. Notwithstanding the foregoing, each Guarantor agrees that its obligations under and in respect of any other security or Collateral intereststhis 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 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 assert any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (ifuture) 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 change 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 corporate existence amount of the Obligations, or structure 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 Borrowerclaim or demand or any right, power or remedy (iiwhether arising under any Loan Document, at law, in equity or otherwise) with respect to any Law of any jurisdiction the Obligations or any event affecting any term of the obligations of each Guarantor under this Section agreement relating thereto, or (iii) as a result or related with respect to any other circumstance that might constitute a defense 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 Guarantorother 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; (dvi) it will 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 assert 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 claims right of reimbursement or set-off rights 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) 129 any other circumstance whatsoever which may have, (e) nothing contained herein shall prevent or limit action being taken against might in any manner or to any extent vary the Borrowers hereunder, under risk of any Guarantor as an obligor in respect of the other 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 theretowhich constitutes, or from exercising might be construed to constitute, an equitable or legal discharge of the Borrower or any other rights Guarantor for the Obligations, 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 Guarantor under the guarantee contained in this Article X or of any such foreclosure proceedings shall not constitute security interest granted by any Guarantor, whether in a discharge proceeding under any Debtor Relief Law or in any other instance (other than the indefeasible payment in full of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the CollateralObligations). Each Guarantor agrees that such Guarantor shall have no right expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of recourse nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to security for the Credit Party Obligations, except through and all notices of acceptance of this Guaranty or of the exercise existence, creation or incurrence of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6new or additional Obligations.

Certain Waivers. Each Guarantor acknowledges Buyer and agrees that the Company agree, on their own behalf and on behalf of their respective Affiliates, that, following the Closing, Xxxxx Xxxxx L.L.P. and/or Xxxxxxxx Squibb & Shores, LLP may serve as counsel to any Seller and its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any dispute arising out of or relating to this Agreement and the transactions contemplated hereby, notwithstanding any representation by Xxxxx Xxxxx L.L.P. and/or Xxxxxxxx Squibb & Shores, LLP of Company Group prior to the Closing Date. Buyer, on behalf of itself and its Affiliates (including Company Group after the Closing) hereby (a) the guaranty given hereby may be enforced without the necessity consents to each of resorting to or otherwise exhausting remedies in respect Xxxxx Xxxxx L.L.P. and/or Xxxxxxxx Squibb & Shores, LLP representation of any other security Seller or Collateral interests, its Affiliates in connection with any matters related to this Agreement and without the necessity at any time of having to take recourse against transactions contemplated hereby (the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwise“Subject Representation”), (b) waives any claim it will not assert any right has or may have that Xxxxx Xxxxx L.L.P. and/or Xxxxxxxx Squibb & Shores, LLP has a conflict of interest or is otherwise prohibited from engaging in such Subject Representation based on its representation of Company Group prior to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, Closing and (c) it agrees that, in the event that a dispute arises between Buyer, Company Group or any of their respective Affiliates, on the one hand, and any Seller and/or its Affiliates, on the other hand, none of Buyer, Company Group or any of their respective Affiliates will not assert object to Xxxxx Xxxxx L.L.P. and/or Xxxxxxxx Squibb & Shores, LLP representing any defenses (i) Seller and/or its Affiliates in such dispute due to the interests of any Seller and its Affiliates being directly adverse to Buyer, Company Group or any of their respective Affiliates or due to Xxxxx Xxxxx L.L.P. and/or Xxxxxxxx Squibb & Shores, LLP having represented Company Group in a matter substantially related to such dispute. Buyer further agrees that, as to all communications among Xxxxx Xxxxx L.L.P. and/or Xxxxxxxx Squibb & Shores, LLP, Company Group, any Seller or their respective Affiliates and representatives prior to the Closing that relate in any way to the Subject Representation, the attorney-client privilege belongs, to the extent such privilege exists, to Seller and its Affiliates and may be controlled by any Seller and each of its Affiliates and will not, with respect to such privileged communications, pass to or be claimed by Buyer, Company Group, or any change in of their respective Affiliates. To the corporate existence extent that Buyer, Company Group, or structure any of their respective Affiliates has or maintains any Borrower, (ii) ownership of the privilege with respect to these communications, they agree, except as may be required by applicable Law, not to waive or to attempt to waive the privilege without the express written approval of the applicable Seller. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, any Law member of any jurisdiction Company Group and a Third Party (other than a Seller and its Affiliates) or any event affecting Governmental Body after the Closing, any term member of Company Group may assert the obligations attorney-client privilege against such Third Party to prevent disclosure of each Guarantor under this Section confidential communications by or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantorwith Xxxxx Xxxxx L.L.P. and/or Xxxxxxxx Squibb & Shores, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the CollateralLLP. 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 exercise of rights of contribution pursuant to Section 9.6.Membership Interest Purchase Agreement

Certain Waivers. Each Guarantor acknowledges To the fullest extent permitted by Law, each of the Guarantors hereby expressly and agrees that unconditionally waives: (a) notice of any of the guaranty given hereby matters referred to in Section 3 hereof; (b) all notices which may be enforced without the necessity required by statute, rule of resorting to law or otherwise exhausting remedies (except as expressly required to be given to the Guarantors by any Facility Sublease Document) to preserve any rights against the Guarantors hereunder, including notice of the acceptance of this Guaranty by the Guaranty Beneficiary, or the creation, renewal, extension, modification or accrual of the Obligations or notice of any other matters relating thereto, any presentment, demand, notice of dishonor, protest or nonpayment of any damages or other amounts payable under any Facility Sublease Document or any Operative Document; (c) any requirement for the enforcement, assertion or exercise of any right, remedy, power or privilege under or in respect of any other security Facility Sublease Document or Collateral interestsany Operative Document, and without including diligence in collection or protection of or realization upon or in respect of the necessity at any time of having to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwiseany 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; (bf) it will 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 assert relieve the Guaranty Beneficiary of any such obligation; and (g) the right to require the action first be taken Guaranty Beneficiary to proceed against the Borrowers any Guaranteed Party or any other Person (including liable on the Obligations, to proceed against or exhaust security held from any Guaranteed Party or any other Guarantor) Person, or pursuit of to pursue any other remedy in the Guaranty Beneficiary’s power whatsoever, and each Guarantor waives the right to have the property of any Guaranteed Party first applied to the discharge of the Obligations. The Guaranty Beneficiary may, at its election, exercise any right or enforcement remedy it might have against any Guaranteed Party or any security held by the Guaranty Beneficiary, including the right to 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 each Guarantor waives any defense arising out of the absence, impairment or loss of any right of reimbursement, contribution or any other rightright or remedy of such Guarantor against any Guaranteed Party or any such security, (c) it will 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 each Guaranteed Party and of all other circumstances bearing upon the risk of nonpayment or nonperformance of the Obligations and agrees that the Guaranty Beneficiary shall not assert have any defenses (i) with respect duty to advise any Guarantor of information regarding any condition or circumstance or any change in the corporate existence such condition or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateralcircumstance. Each Guarantor agrees acknowledges that such the Guaranty Beneficiary has not made any representation to the Guarantor shall have no right concerning the financial condition 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 exercise of rights of contribution pursuant to Section 9.6Guaranteed Parties.

Certain Waivers. Each Guarantor acknowledges 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 that not to assert or take advantage of any such rights or remedies, including: (a) any law limiting remedies under an obligation secured by a mortgage or deed of trust on real property if the guaranty given hereby may be enforced without real property is sold under a power of sale contained in the necessity mortgage or deed of resorting to or otherwise exhausting remedies in respect trust, and all defenses based on any loss whether as a result 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 such sale or otherwise, ; (b) it will not assert any right to require the action first be taken Lender to proceed against the Borrowers Pledged Company or any other Person (including or to proceed against or exhaust any other Guarantor) security held by Lender at any time or pursuit of to pursue any other remedy or enforcement any other right, in Lender’s power before proceeding against Pledgor; (c) it will not any defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of Pledgor, Pledged Company or any other Person or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any of Pledgor, Pledged Company or any other Person; (d) 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 defenses 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 on the repudiation of the Financing Documents by Pledged Company or any other Person, the failure by Lender to enforce any claim against Pledgor, Pledged Company or any other Person or the unenforceability in whole or in part of any Financing Documents; (i) with respect all suretyship and guarantor’s defenses generally; (j) 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 Lender of, this Agreement; (k) any defense based upon an election of remedies by Lender, including an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against Pledged Company or another Person for reimbursement, or both; (l) any defense based on any offset against any amounts which may be 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 Person under the Financing Documents; (o) any duty on the part of Lender to disclose to Pledgor any facts Lender may now or hereafter know about Pledged Company or any of its Affiliates, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Pledgor intends to assume, or have reason to believe that such facts are unknown to Pledgor, or have a reasonable opportunity to communicate such facts to Pledgor; (p) any defense based on any change in the corporate existence time, manner or structure place of any Borrowerpayment under, (ii) with respect to or in any Law of any jurisdiction other term of, the Financing Documents or any event affecting other amendment, renewal, extension, acceleration, compromise or waiver of or any term consent or departure from the terms of the obligations Financing Documents; and (q) any defense based upon any borrowing or grant of each Guarantor a security interest under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 364 of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6Bankruptcy Law.

Certain Waivers. Each The Guarantor acknowledges and agrees that waives to the fullest extent permitted by law (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of any Borrower or Collateral interests, and without the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against any Lender or the Borrowers hereunder or against Administrative Agent) of the liability of any Collateral securing the Credit Party Obligations or otherwise, Borrower; (b) it will not assert any defense based on any claim that Guarantor’s obligations exceed or 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 action first be taken against the Borrowers Administrative Agent or any other Person (including Lender to proceed against any other Guarantor) Borrower, proceed against or pursuit of exhaust any security for the Liabilities, or pursue any other remedy in the Administrative Agent’s or enforcement any Lender’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender; (f) any fact or circumstance related to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this Agreement; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Liabilities have been fully performed, and the Liabilities and any other rightamounts payable under this Agreement, (c) it will not assert have been indefeasibly paid in full in cash. 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 defenses (i) kind or nature whatsoever with respect to the Liabilities, and all notices of acceptance of this guaranty 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 change in instrument or agreement evidencing any Liabilities, or by the corporate existence existence, validity, enforceability, perfection, non-perfection or structure extent of any Borrowercollateral therefor, (ii) with respect or by any fact or circumstance relating to any Law of any jurisdiction or any event affecting any term of the Liabilities which might otherwise constitute a defense to the obligations of each Guarantor under this Section guaranty, and Guarantor hereby irrevocably waives any defenses it may now have or (iii) as a result or related hereafter acquire in any way relating to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateralforegoing. 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 exercise of rights of contribution pursuant to Section 9.6.8.5

Certain Waivers. Each b) The Guarantor acknowledges hereby unconditionally (i) waives any requirement that the Agent, the Lessor and the Note Holders first make demand upon, or seek to enforce remedies against, any other Person or any of the collateral or property of such other Person before demanding payment from, or seeking to enforce this Guaranty against, the Guarantor; (ii) covenants that this Guaranty will not be discharged except by complete satisfaction of all obligations of the Company contained in the Operative Documents; (iii) agrees that (a) the guaranty given hereby may this Guaranty shall remain in full effect without regard to, and shall not be enforced without the necessity of resorting to affected or otherwise exhausting remedies impaired by, any invalidity, illegality, irregularity or unenforceability in respect whole or in part of any other security Operative Document (and the Guarantor hereby waives any defense relating to the enforceability of the Operative Documents or Collateral interestsany provision contained therein) or except as expressly set forth herein or in the Operative Documents, or any limitation of the liability of the Company thereunder or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever; (iv) waives diligence, presentment and without protest with respect to, and, except as expressly provided herein or in the necessity Operative Documents, any notice of default in, the payment of any amount at any time payable under or in connection with the Notes, the Investments or any of having to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwiseOperative Documents; and (v) agrees that each and every right, (b) it will not assert any right to require the action first be taken against the Borrowers power and remedy given under this Guaranty or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will Operative Document shall be cumulative and not assert any defenses (i) with respect to any change in the corporate existence or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 obligationsexclusive, and the exercise of any such rights be in addition to all other rights, powers and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired remedies now or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral hereafter granted or any part thereof marshaled upon any foreclosure or other disposition of the Collateralotherwise existing. 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 exercise of rights of contribution pursuant to Section 9.6.PARENT GUARANTY

Certain Waivers. Each Guarantor 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 collateral interests, and without the necessity at any time of having to take recourse against the Borrowers hereunder or against any Collateral collateral securing the Credit Party Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantorco-guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section Article XI or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, have and (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Loan Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ ' obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ ' obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateralcircumstances. 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 11.02 and through the exercise of rights of contribution pursuant to Section 9.611.06.

Certain Waivers. Each Guarantor acknowledges 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 agrees that 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) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Borrower or Collateral interestsany other guarantor (other than full payment and 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 Form of Guaranty and without the necessity performance in full) which may at any time of having be available to take recourse against the Borrowers hereunder or against be asserted by any Collateral securing the Credit Loan Party Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers or any other Person against any Secured Party; (including 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 Guarantorremedy 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 pursuit 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 furnishing to any of the Secured Parties of any security for any of the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral securing any of the Guarantied Obligations; (j) any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) party with respect to any of the Guarantied Obligations, or any subordination of the payment of any of the Guarantied Obligations to the payment of any other liability of the Borrower or any other Loan Party; (k) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Guarantor, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; (l) any act or failure to act by any Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against any other Loan Party or any other Person to recover payments made under this Guaranty; (m) any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Guarantied Obligations; (n) any application of sums paid by any Loan Party or any other Person with respect to the liabilities of any Loan Party to any of the Secured Parties, regardless of what liabilities of the Borrower remain unpaid; (o) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; (p) any change in the corporate existence existence, structure or structure ownership of any BorrowerLoan Party; (q) any statement, (ii) with respect to any Law representation or warranty made or deemed made by or on behalf of any jurisdiction Loan Party under any Guarantied Document, or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating amendment hereto or thereto, proves to have been incorrect or misleading in any respect; (r) any statement, representation or warranty made or deemed made by or on behalf of any Loan Party under any Guarantied Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; and (s) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from exercising 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 other rights kind or remedies available in nature whatsoever with respect thereof, if neither to the Borrowers nor the Guarantors shall timely perform their obligationsGuaranteed Obligations, and the exercise all notices of any such rights and completion acceptance of any such foreclosure proceedings shall not constitute a discharge this Guaranty or of the Guarantors’ obligations hereunder unless 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 a result thereofamended, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6similar statute.

Certain Waivers. Each Guarantor acknowledges and Seller hereby agrees that it shall not make any claim for indemnification against Buyer, the Company and its Subsidiaries, or any of their respective Affiliates by reason of the fact that Seller is or was a stockholder or agent of the Company or its Subsidiaries or any of their Affiliates or is or was serving at the request of the Company or its Subsidiaries or any of their Affiliates as a partner, trustee or agent of another entity (a) the guaranty given hereby may be enforced without the necessity of resorting to whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise exhausting remedies in respect of and whether such claim is pursuant to any other security or Collateral interestsstatute, 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 charter document, by-law, agreement or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in action, suit, proceeding, complaint, claim or demand brought by any of the corporate existence Buyer Parties against Seller pursuant to this Agreement or structure applicable Law or otherwise, and Seller hereby acknowledges and agrees that it shall not have any claim or right to contribution or indemnity from the Company or its Subsidiaries or any of any Borrower, (ii) their Affiliates with respect to any Law amounts paid by it pursuant to this Agreement or otherwise. Effective upon the Closing, Seller hereby irrevocably waives, releases and discharges the Company and its Subsidiaries and their Affiliates from any and all Liabilities to it of any jurisdiction kind or any event affecting any term nature whatsoever, whether in the capacity as a equityholder of the obligations of each Guarantor under this Section Company and its Subsidiaries or their Affiliates or otherwise (iii) as a result or related to any other circumstance that might constitute a defense including in respect of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith, for which this release of claims expressly does not apply) or otherwise at law or in equity, and Seller agrees that it shall not seek to recover any amounts in connection therewith or thereunder from the Company or its Subsidiaries or any of their Affiliates. In no event shall the Company or its Subsidiaries or any of their Affiliates have any Liability whatsoever to Seller for any breaches of the representations, warranties, agreements or covenants of the Company or its Subsidiaries hereunder, and in any event Seller may not seek contribution from the Company or its Subsidiaries or any of their Affiliates in respect of any payments required to be made by Seller pursuant to Section 9.6this Agreement.

Certain Waivers. Each Guarantor acknowledges and agrees that waives (a) any defense arising by reason of any disability or other defense of the guaranty given hereby Company or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Company or any other Note Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Company or any other Note Party; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against the Company or any other Note Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of 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 enforced without derived from or afforded by applicable Law limiting the necessity liability of resorting to or otherwise exhausting remedies exonerating guarantors or sureties. Notwithstanding the foregoing, each Guarantor agrees that its obligations under and in respect of any other security or Collateral intereststhis Guaranty 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 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 assert any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (ifuture) 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 change other Note 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 corporate existence amount of the Obligations, or structure any amendment, supplement, modification or waiver of, or any consent to departure from, the Note 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 Borrowerclaim or demand or any right, power or remedy (iiwhether arising under any Note Document, at law, in equity or otherwise) with respect to any Law of any jurisdiction the Obligations or any event affecting any term of the obligations of each Guarantor under this Section agreement relating thereto, or (iii) as a result or related with respect to any other circumstance that might constitute a defense guaranty of or security for the payment of the Obligations; (iv) any change, reorganization or termination of the corporate structure or existence of the Company or any other Note 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 Borrower 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 holders of the Notes and the Secured Parties may decide and whether or not every aspect thereof is commercially reasonable and whether or not such action constitutes an election of remedies and even if such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy that any Guarantor would otherwise have, and without limiting the generality of the foregoing or any other provisions hereof, each Guarantor hereby expressly waives any and all benefits which might otherwise be available to such Guarantor under applicable Law; and (viii) any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Obligations or which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company or any Guarantor for the Obligations, or of any such Guarantor under the Guaranty contained in this Section 23 or of any security interest granted by any Guarantor, (d) it will not assert whether in a proceeding under any claims Debtor Relief Law or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 in any other rights or remedies available instance (other than the indefeasible payment 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 full of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the CollateralObligations). Each Guarantor agrees that such Guarantor shall have no right expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of recourse nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to security for the Credit Party Obligations, except through and all notices of acceptance of this Guaranty or of the exercise existence, creation or incurrence of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6new or additional Obligations.

Certain Waivers. Purchasers agree, and after Closing shall cause each member of the Subject Company Group to agree, on their own behalf and on behalf of the other members of the Purchaser Group (including each member of the Subject Company Group following Closing), that, following the Closing, Xxxxxx & Xxxxxx LLP may serve as counsel to any Seller and its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any dispute arising out of or relating to this Agreement and the transactions contemplated hereby, notwithstanding any representation by Xxxxxx & Xxxxxx LLP of any member of the Subject Company Group prior to the Closing Date. Each Guarantor acknowledges Purchaser, on behalf of itself and agrees that the other members of the Purchaser Group (including any member of the Subject Company Group after the Closing) hereby, and shall cause each member of the Subject Company Group to, (a) the guaranty given hereby may be enforced without the necessity of resorting consents to or otherwise exhausting remedies in respect Xxxxxx & Xxxxxx LLP’s representation of any other security Seller or Collateral interests, its Affiliates in connection with any matters related to this Agreement 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 otherwisetransactions contemplated hereby, (b) waives any claim it will not assert any right to require the action first be taken against the Borrowers has or any other Person (including any other Guarantor) may have that Xxxxxx & Xxxxxx LLP has a conflict of interest or pursuit is otherwise prohibited from engaging in such representation based on its representation of any other remedy or enforcement any other right, member of the Subject Company Group prior to the Closing and (c) it agrees that, in the event that a dispute arises between Purchasers, any member of the Subject Company Group or any of their respective Affiliates, on the one hand, and any Seller and/or its Affiliates, on the other hand, none of Purchasers, any member of the Subject Company Group or any of their respective Affiliates will not assert object to Xxxxxx & Xxxxxx LLP representing of any defenses (i) Seller and/or its Affiliates in such dispute due to the interests of such Seller and its Affiliates being directly adverse to Purchasers, any member of the Subject Company Group or any of their respective Affiliates or due to Xxxxxx & Xxxxxx LLP having represented any member of the Subject Company Group in a matter substantially related to such dispute. Each Purchaser further agrees that, as to all communications among Xxxxxx & Xxxxxx LLP, any member of the Subject Company Group, Sellers or their respective Affiliates and representatives prior to the Closing that relate in any way to this Agreement or the transactions contemplated hereby, the attorney-client privilege belongs, to the extent such privilege exists, to Sellers and their Affiliates and may be controlled by a Seller and each of its Affiliates and will not, with respect to such privileged communications, pass to or be claimed by Purchasers, any change in member of the corporate existence Subject Company Group or structure any of their respective Affiliates. To the extent that Purchasers, any Borrower, (ii) member of the Subject Company Group or any of their respective Affiliates has or maintains any ownership of the privilege with respect to any Law these communications, they agree, except as may be required by applicable Law, not to waive or to attempt to waive the privilege without the express written approval of any jurisdiction Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchasers or any event affecting any term member of the obligations of each Guarantor under this Section or Subject Company Group and a Third Party (iiiother than Sellers and their Affiliates) as a result or related to any other circumstance that might constitute a defense of any Borrower or any GuarantorGovernmental Authority after the Closing, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 member of the Guarantors’ obligations hereunder unless as a result thereof, Subject Company Group may assert the Credit attorney-client privilege against such Third Party Obligations shall have been paid in full and the commitments relating thereto shall have expired to prevent disclosure of confidential communications by or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6with Xxxxxx & Xxxxxx LLP.

Certain Waivers. Each Guarantor acknowledges and agrees that The Guarantors waive: (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 assert any right to require the action first be taken Seller to proceed against the Borrowers Buyer or any other Person (including obligor, to proceed against or exhaust any other Guarantor) collateral or pursuit of to pursue any other remedy in the Seller’s power whatsoever and the right to have the property of the Buyer or enforcement any other right, obligor first applied to the 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) it will not the benefit of any statute of limitations affecting the Guaranteed Obligations or the Guarantors’ liability hereunder; (d) any requirement of marshalling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Seller, 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 Buyer; (e) any right to assert against the Seller any defenses defense (legal or equitable), set-off, counterclaim and other right that the Guarantors may now or at any time hereafter have against the Buyer 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, including (i) notice of the existence, creation or incurrence of new or additional Guaranteed Obligations, (ii) notice of any action taken or omitted by the Seller in reliance hereon, (iii) notice of any default by any obligor, (iv) notice that any portion of the Guaranteed Obligations is due, (iv) notice of any action against any obligor, or any enforcement of other action with respect to any change in collateral, or the corporate existence or structure assertion of any Borrowerright of the Seller hereunder; (g) any rights, (ii) with respect to any Law defenses and other benefits the Guarantors may have by reason of any jurisdiction or any event affecting any term failure of the obligations Seller to hold a commercially reasonable public or private foreclosure sale or otherwise to comply with applicable law in connection with a disposition of each Guarantor under this Section or collateral; and (iiih) as a result or related all defenses that at any time may be available to any other circumstance that might constitute a defense the Guarantors by virtue of any Borrower valuation, stay, moratorium or any Guarantorother law now or hereafter in effect and ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO THE GUARANTOR BY REASON OF APPLICABLE LAW. For the avoidance of doubt, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent obligate the Guarantors to make any payment which is illegal for the Guarantors to have made under any law, regulation or limit action being taken against the Borrowers hereunder, under the other Credit Documents order now or the other documents and agreements relating hereafter in effect in any jurisdiction applicable to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or theretoGuarantors. Notwithstanding anything herein to the contrary, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors nothing herein 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 restrict the Guarantors’ obligations hereunder unless as a result thereof, right to contest whether the Credit Party Obligations shall have been paid in full and termination fee is due under the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition terms of the Collateral. 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 exercise of rights of contribution pursuant to Section 9.6SPA.

Certain Waivers. Each Guarantor acknowledges and agrees that waives (a) any defense arising by reason of any disability or other defense of the guaranty given hereby Borrower or any other 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; (b) 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; (c) the benefit of any statute of limitations affecting such Guarantor's liability hereunder; (d) 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 any Secured Party whatsoever; (e) any benefit of 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 enforced without derived from or afforded by applicable Law limiting the necessity liability of resorting to or otherwise exhausting remedies exonerating guarantors or sureties. Notwithstanding the foregoing, each Guarantor agrees that its obligations under and in respect of any other security or Collateral intereststhis 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 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 assert any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (ifuture) 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 change 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 corporate existence amount of the Obligations, or structure 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 Borrowerclaim or demand or any right, power or remedy (iiwhether arising under any Loan Document, at law, in equity or otherwise) with respect to any Law of any jurisdiction the Obligations or any event affecting any term of the obligations of each Guarantor under this Section agreement relating thereto, or (iii) as a result or related with respect to any other circumstance that might constitute a defense 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 Guarantorother 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; (dvi) it will 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 assert 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 claims right of reimbursement or set-off rights 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 have, (e) nothing contained herein shall prevent or limit action being taken against might in any manner or to any extent vary the Borrowers hereunder, under risk of any Guarantor as an obligor in respect of the other 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 theretowhich constitutes, or from exercising might be construed to constitute, an equitable or legal discharge of the Borrower or any other rights Guarantor for the Obligations, 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 Guarantor under the guarantee contained in this Article X or of any such foreclosure proceedings shall not constitute security interest granted by any Guarantor, whether in a discharge proceeding under any Debtor Relief Law or in any other instance (other than the indefeasible payment in full of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the CollateralObligations). Each Guarantor agrees that such Guarantor shall have no right expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of recourse nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to security for the Credit Party Obligations, except through and all notices of acceptance of this Guaranty or of the exercise existence, creation or incurrence of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6new or additional Obligations.

Certain Waivers. Each Guarantor acknowledges To the extent permitted by law, Pledgor hereby waives and relinquishes, to the maximum extent permitted by applicable laws, all rights and remedies accorded to pledgors, sureties or guarantors and agrees that not to assert or take advantage of any such rights or remedies, including: (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 assert any right to require Collateral Agent or the action first be taken other Secured Parties to proceed against the Borrowers CCH Direct Parent or any other Person (including or to proceed against or exhaust any security held by Collateral Agent or the other Guarantor) Secured Parties at any time or pursuit of to pursue any other remedy in Collateral Agent’s or enforcement any other right, Secured Party’s power before proceeding against Pledgor; (b) any right to enforce any remedy that Collateral Agent or any other Secured Party may have against CCH Direct Parent or any other Person and any right to participate in any security held by Collateral Agent until the Release Date; (c) it will not 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 expressly set forth herein or expressly provided in any of the Note Documents; (d) any right to assert the bankruptcy or insolvency of CCH Direct Parent or any defenses other Person as a defense hereunder or as the basis for rescission hereof and any defense arising because of Collateral Agent’s or any other Secured Party’s election, in any proceeding instituted under the United States Bankruptcy Code, of the application of Section 1111(b)(2) of the United States Bankruptcy Code; (e) any right under any law purporting to reduce Pledgor’s obligations hereunder if the Secured Liabilities are reduced other than as a result of payment of such Secured Liabilities; (f) any defense based on the repudiation of any Note Document by CCH Direct Parent or any other Person, the failure by Collateral Agent or any other Secured Party to enforce any claim against Pledgor, CCH Direct Parent or any other Person or the unenforceability in whole or in part of any Note Document; (g) 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; (h) any defense based upon an election of remedies by Collateral Agent or any other Secured Party, including an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against CCH Direct Parent or another Person for reimbursement, or both; (i) with respect any defense based on any offset against any amounts which may be owed by any Person to Pledgor for any reason whatsoever; (j) any defense based on any act, failure to act, delay or omission whatsoever on the part of CCH Direct Parent or any of its Affiliates or the failure by CCH Direct Parent 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 any Note Document; (k) any defense, setoff or counterclaim which may at any time be available to or asserted by CCH Direct Parent or any of its Affiliates against Collateral Agent, any other Secured Party or any other Person under any Note Document (other than the occurrence of the Release Date); (l) any duty on the part of Collateral Agent or any other Secured Party to disclose to Pledgor any facts or other information Collateral Agent or any other Secured Party may now or hereafter know about CCH Direct Parent or any of its Affiliates related to the business, operations or condition (financial or otherwise) of CCH Direct Parent or its properties or to any Note Document or the transactions undertaken pursuant to, or contemplated by, any such Note Document, regardless of whether Collateral Agent or any other Secured Party 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; (m) any defense based on any change in the corporate existence time, manner or structure place of any Borrowerpayment under, (ii) with respect to or in any Law other term of, any Note Document or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of any jurisdiction Note Document; and (n) any defense based upon any borrowing or any event affecting any term grant of a security interest under Section 364 of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6United States Bankruptcy Code.

Certain Waivers. Each Guarantor acknowledges Purchaser and agrees that Company agree, on their own behalf and on behalf of the other Purchaser Group (including Company Group following Closing), that, following the Closing, Xxxxxx & Xxxxxx LLP may serve as counsel to any Seller and its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any dispute arising out of or relating to this Agreement and the transactions contemplated hereby, notwithstanding any representation by Xxxxxx & Xxxxxx LLP of Company Group prior to the Closing Date. Purchaser, on behalf of itself and the other members of the Purchaser Group (including Company Group after the Closing) hereby (a) the guaranty given hereby may be enforced without the necessity of resorting consents to or otherwise exhausting remedies in respect Xxxxxx & Xxxxxx LLP’s representation of any other security Seller or Collateral interests, its Affiliates in connection with any matters related to this Agreement and without the necessity at any time of having to take recourse against transactions contemplated hereby (the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwise“Subject Representation”), (b) waives any claim it will not assert any right has or may have that Xxxxxx & Xxxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such Subject Representation based on its representation of Company Group prior to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, Closing and (c) it agrees that, in the event that a dispute arises between Purchaser, Company Group or any of their respective Affiliates, on the one hand, and any Seller and/or its Affiliates, on the other hand, none of Purchaser, Company Group or any of their respective Affiliates will not assert object to Xxxxxx & Xxxxxx LLP representing any defenses (i) Seller and/or its Affiliates in such dispute due to the interests of any Seller and its Affiliates being directly adverse to Purchaser, Company Group or any of their respective Affiliates or due to Xxxxxx & Xxxxxx LLP having represented Company Group in a matter substantially related to such dispute. Purchaser further agrees that, as to all communications among Xxxxxx & Xxxxxx LLP, Company Group, any Seller or their respective Affiliates and representatives prior to the Closing that relate in any way to the Subject Representation, the attorney-client privilege belongs, to the extent such privilege exists, to Sellers and their respective Affiliates and may be controlled by any Seller and each of its Affiliates and will not, with respect to such privileged communications, pass to or be claimed by Purchaser, Company Group, or any change in of their respective Affiliates. To the corporate existence extent that Purchaser, Company Group, or structure any of their respective Affiliates has or maintains any Borrower, (ii) ownership of the privilege with respect to these communications, they agree, except as may be required by applicable Law, not to waive or to attempt to waive the privilege without the express written approval of the applicable Seller. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, any Law member of any jurisdiction Company Group and a Third Party (other than a Seller and its Affiliates) or any event affecting Governmental Authority after the Closing, any term member of Company Group may assert the obligations attorney-client privilege against such Third Party to prevent disclosure of each Guarantor under this Section confidential communications by or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6with Xxxxxx & Xxxxxx LLP.

Certain Waivers. Each Guarantor acknowledges Purchaser agrees, on its own behalf and agrees that on behalf of the other Purchaser Group (including the Subject Company Groups following Closing), that, following the Closing, Xxxxxx & Xxxxxx LLP may serve as counsel to any Seller and its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any dispute arising out of or relating to this Agreement and the transactions contemplated hereby, notwithstanding any representation by Xxxxxx & Xxxxxx LLP of any Subject Company prior to the Closing Date. Purchaser, on behalf of itself and the other members of the Purchaser Group (including the Subject Company Groups after the Closing) hereby (a) the guaranty given hereby may be enforced without the necessity of resorting consents to or otherwise exhausting remedies in respect Xxxxxx & Xxxxxx LLP’s representation of any other security Seller or Collateral interests, its Affiliates in connection with any matters related to this Agreement and without the necessity at any time of having to take recourse against transactions contemplated hereby (the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwise“Subject Representation”), (b) waives any claim it will not assert any right has or may have that Xxxxxx & Xxxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such Subject Representation based on its representation of the Subject Company Groups prior to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, Closing and (c) it agrees that, in the event that a dispute arises between Purchaser, any Subject Company or any of their respective Affiliates, on the one hand, and any Seller and/or its Affiliates, on the other hand, none of Purchaser, any Subject Company or any of their respective Affiliates will not assert object to Xxxxxx & Xxxxxx LLP representing any defenses (i) Seller and/or its Affiliates in such dispute due to the interests of any Seller and its Affiliates being directly adverse to Purchaser, any Subject Company or any of their respective Affiliates or due to Xxxxxx & Xxxxxx LLP having represented any Subject Company in a matter substantially related to such dispute. Purchaser further agrees that, as to all communications among Xxxxxx & Xxxxxx LLP, any Subject Company, any Seller or their respective Affiliates and Representatives prior to the Closing that relate to the Subject Representation, the attorney-client privilege belongs, to the extent such privilege exists, to Seller and its Affiliates and may be controlled by any Seller and each of its Affiliates and will not, with respect to such privileged communications, pass to or be claimed by Purchaser, any change in Subject Company or any of their respective Affiliates. To the corporate existence extent that Purchaser, any Subject Company or structure any of their respective Affiliates has or maintains any Borrower, (ii) ownership of the privilege with respect to these communications, they agree, except as may be required by applicable Law, not to waive or to attempt to waive the privilege without the express written approval of the applicable Seller. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, any Law of any jurisdiction Subject Company and a Third Party (other than a Seller and its Affiliates) or any event affecting Governmental Authority after the Closing, any term Subject Company may assert the attorney-client privilege against such Third Party to prevent disclosure of the obligations of each Guarantor under this Section confidential communications by or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6with Xxxxxx & Xxxxxx LLP.

Certain Waivers. Each Guarantor acknowledges and agrees that waives (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Borrower or Collateral interestsany other guarantor, and without or the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against any Secured Party) of the Borrowers hereunder liability of the Borrower or against any Collateral securing the Credit Party Obligations or otherwise, other Loan Party; (b) it will not assert 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; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to require the action first be taken proceed against the Borrowers Borrower or any other Person (including Loan Party, proceed against or exhaust any other Guarantor) security for the Secured Obligations, or pursuit of pursue any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure power of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, Secured Party whatsoever; (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents any benefit of and agreements relating any right to the Credit Party Obligations or from foreclosing on participate in any security now or Collateral interests relating hereto or thereto, or from exercising hereafter held by any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances Secured Party; and (f) it will not seekto the fullest extent permitted by law, any and hereby waives any right, to have all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the Collateral liability of or any part thereof marshaled upon any foreclosure exonerating guarantors or other disposition of the Collateralsureties. Each Guarantor agrees 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. 106 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 Guarantor shall have no right of recourse as a nonjudicial foreclosure with respect to security for the Credit Party Obligationsa guaranteed obligation, except through the exercise of has destroyed such Agent’s or Lender’s rights of subrogation pursuant and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 9.2 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and through 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 exercise California Civil Code or any similar law of rights of contribution pursuant to Section 9.6California.

Certain Waivers. Each The Guarantor acknowledges waives and agrees that the Guarantor’s obligations hereunder shall be unconditional and shall apply irrespective of, and not be in any way affected by, (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Purchaser or Collateral interestsany other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Sellers) of the liability of the Purchaser other than the defense of payment or performance of the Obligations in full in cash or the release thereof in accordance with the Purchase Agreement 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, other Loan Documents; (b) it will not assert any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Purchaser; (c) any right to require the action first be taken proceed against the Borrowers Purchaser, proceed against or exhaust any other Person (including any other Guarantor) security for the Obligations, or pursuit of pursue any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term power of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, Sellers whatsoever; (d) it will not assert any claims benefit of and any right to participate in any security now or set-off rights that such Guarantor may have, hereafter held by the Sellers; (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating any right 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, revoke this Guaranty (and the exercise of any such rights Guarantor acknowledges that this Guaranty is continuing in nature and completion of any such foreclosure proceedings shall not constitute a discharge of applies to all Obligations, whether existing now or in the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances future); and (f) it will not seekto the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law or equitable principles 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 Obligations, and hereby waives any right, to have the Collateral all notices of acceptance of this Guaranty or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each existence, creation or incurrence of new or additional Obligations; provided that nothing hereunder shall prevent the Guarantor agrees that such Guarantor shall from pursuing in an independent action any claim it may 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 exercise of rights of contribution pursuant to Section 9.6against any person.

Certain Waivers. Each Subsidiary Guarantor acknowledges and agrees that hereby expressly waives: (a) notice of the guaranty given hereby may be enforced without acceptance by the necessity of resorting to Administrative Agent or otherwise exhausting remedies in respect of any other security or Collateral interests, and without the necessity at any time Lender Party of having to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwisethis Guaranty, (b) it will not assert any right to require notice of the action first be taken against the Borrowers existence or any other Person (including any other Guarantor) creation or pursuit non-payment of any other remedy or enforcement any other rightof the Guaranteed Obligations, (c) it will presentment, demand, notice of dishonor, protest, and, except as otherwise expressly provided in the Loan Documents, all other notices whatsoever, (d) all diligence in collection or protection of or realization upon any Guaranteed Obligations or any security for or guaranty of any Guaranteed Obligations and (e) any right (except as shall be required by applicable statute and cannot assert be waived) to require any defenses Lender Party to (i) with respect to proceed against the Borrower, any change in the corporate existence other Subsidiary Guarantor or structure of any Borrowerother party, (ii) with respect to proceed against or exhaust any Law of security held from the Borrower, any jurisdiction other Subsidiary Guarantor or any event affecting any term of the obligations of each Guarantor under this Section other party or (iii) as a result or related to pursue any other circumstance that might constitute a remedy in any Lender Party’s power whatsoever. Each Subsidiary Guarantor waives any defense based on or arising out of any defense of the Borrower, any Borrower other Subsidiary Guarantor or any Guarantorother party, (d) it will not assert other than payment in full in cash of the Guaranteed Obligations, based on or arising out of the disability of the Borrower, any claims other Subsidiary Guarantor or set-off rights that such Guarantor may haveany other party, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations validity, legality 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 unenforceability of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Guaranteed Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon from any foreclosure cause, or other disposition the cessation from any cause of the Collateralliability of the Borrower other than payment in full in cash of the Guaranteed Obligations. Each Subsidiary Guarantor agrees that the Lender Parties may, at their election, foreclose on any security held by the Administrative Agent or any other Lender Party by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Lender Parties may have against the Borrower or any other party, or any security, without affecting or impairing in any way the liability of any of the undersigned hereunder except to the extent the Guaranteed Obligations have been paid. Each Subsidiary Guarantor shall have no waives any defense arising out of any such election by the Lender Parties, even though such election operates to impair or extinguish any right of recourse to security for reimbursement or subrogation or other right or remedy of such undersigned against the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6Borrower or any other party or any security.

Certain Waivers. Each Guarantor acknowledges and agrees that hereby waives to the maximum extent permitted by applicable law, for the benefit of the Holders: (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 assert any right to require the action first be taken Holders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrowers or Issuer, any other Person guarantor (including any other Guarantor) of the Obligations or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any BorrowerPerson, (ii) with respect proceed against or have resort to any Law balance of any jurisdiction deposit account or credit on the books of any of the Holders in favor of the Issuer or any event affecting any term of the obligations of each Guarantor under this Section other Person, or (iii) as a result or related to pursue any other circumstance that might constitute a remedy in the power of the Holders whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Issuer including, without limitation, any Borrower defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any Guarantor, agreement or instrument relating thereto or by reason of the cessation of the liability of the Issuer from any cause other than payment in full of the Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) it will not assert any claims defense based upon the Holders' errors or set-off rights that such Guarantor may haveomissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) nothing contained herein shall prevent (i) any principles or limit action being taken against provisions of law, statutory or otherwise, which are or might be in conflict with the Borrowers terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, under (ii) the other Credit Documents benefit of any statute of limitations affecting such Guarantor's liability hereunder 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 obligationsenforcement hereof, and the exercise of (iii) any such rights to set-offs, recoupments and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and counterclaims; (f) it will not seeknotices, demands, presentments, protests, notices of protest, notices of dishonor and hereby waives notices of any rightaction or inaction, to have including acceptance of this Guaranty, notices of default under this Agreement or the Collateral Subordinated Notes or any part thereof marshaled upon agreement or instrument related thereto, notices of any foreclosure renewal, extension or other disposition modification of the Collateral. Each Guarantor agrees Obligations or any agreement related thereto, notices of any extension of credit to the Issuer and notices of any of the matters referred to in the preceding paragraph and any right to consent to any thereof; and (g) any defenses or benefits that such Guarantor shall have no right may be derived from or afforded by law which limit the liability of recourse to security for or exonerate guarantors or sureties, or which may conflict with the Credit Party Obligations, except through the exercise terms of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6this Guaranty.

Certain Waivers. Each Guarantor acknowledges With respect to the Subsidiary L/C Obligations, Borrower authorizes Bank, without notice and agrees that without affecting Borrower’s liability with respect thereto, from time to time, to (a) the guaranty given hereby may be enforced without the necessity of resorting to renew, compromise, extend, accelerate, release, subordinate, waive, amend and restate, or otherwise exhausting remedies in respect of amend or change, the interest rate, time or place for payment or any other security terms of all or Collateral interests, and without any part of 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, Subsidiary L/C Obligations; (b) it will accept delinquent or partial payments on the Subsidiary L/C Obligations; (c) take or not assert take security or other credit support for all or any right part of the Subsidiary L/C Obligations, and exchange, enforce, waive, release, subordinate, fail to enforce or perfect, sell, or otherwise dispose of any such security or credit support; (d) apply proceeds of any such security or credit support and direct the order or manner of its sale or enforcement as Bank, at its sole discretion, may determine; and (e) release or substitute any Person liable on the Subsidiary L/C Obligations. To the maximum extent permitted by law, Borrower waives (a) all rights to require the action first be taken Bank to proceed against the Borrowers any Subsidiary, or any other Person (including guarantor, or proceed against, enforce or exhaust any other Guarantor) security for the Subsidiary L/C Obligations or pursuit of to marshal assets or to pursue any other remedy or enforcement any other right, in Bank’s power whatsoever; (cb) it will not assert any all defenses (i) with respect to any change in the corporate existence or structure arising by reason of any Borrower, (ii) with respect to any Law of any jurisdiction disability or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or Subsidiary, the cessation for any Guarantorreason of the liability of any Subsidiary, (d) it will not assert any claims or set-off rights defense that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 indemnity, guaranty or remedies available in respect thereofsecurity was to be obtained, if neither any claim that Bank has made Borrower’s obligations more burdensome or more burdensome than the Borrowers nor the Guarantors shall timely perform their applicable Subsidiary’s obligations, and the exercise use of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge proceeds of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6.Subsidiary

Certain Waivers. Each Guarantor acknowledges Borrower hereby irrevocably and agrees that unconditionally waives (ai) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other security Loan Document or Collateral interestsany other agreement or instrument relating thereto except to the extent otherwise provided herein, (iii) all other notices, demands and protests, and without all other formalities of every kind in connection with the necessity at enforcement of the Obligations, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving Borrower of any time of having to take recourse its Obligations, (iv) any requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on or against the Borrowers hereunder Mortgaged Property, or any part thereof, or on or against any Collateral securing other collateral for the Credit Party Obligations Loan or otherwise, (b) it will not assert exhaust any right to require the or take any action first be taken against the Borrowers Borrower, Guarantor or any other Person (including or against any of the Mortgaged Property or any other Guarantor) or pursuit of any other remedy or enforcement any other rightcollateral for the Loan, (cv) it will not assert any defenses (i) with respect right or claim of right to any change in the corporate existence cause a marshalling of Borrower's or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances 's assets and (fvi) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of payment by Borrower pursuant hereto or to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6other Loan Documents. BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, 69 THE NOTES OR THE LOAN. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (1) INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR LENDERS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR LENDERS AND (2) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. 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. Each Guarantor acknowledges and agrees that waives (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Borrower, any other Loan Party or Collateral interests, and without any other guarantor of the necessity at any time of having to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Guaranteed Obligations or otherwiseany 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) it will not assert 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 Borrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Creditor Party whatsoever; (e) any benefit of and any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change participate in the corporate existence or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security now or Collateral interests relating hereto or thereto, or from exercising hereafter held by any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances Creditor Party; and (f) it will not seekto the 129 fullest extent permitted by law, any and hereby waives any right, to have all other defenses (other than the Collateral or any part thereof marshaled upon any foreclosure or other disposition defense of prior payment and performance in full of the CollateralGuaranteed Obligations) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor agrees expressly waives all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor shall have no Guarantor’s right to assert any claim that would constitute a setoff or counterclaim against any Person in any separate action or proceeding) and all presentments, demands for payment or performance, notices of recourse nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to security for the Credit Party Guaranteed Obligations, except through and all notices of acceptance of this Guaranty or of the exercise existence, creation or incurrence of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor acknowledges 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 agrees that 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) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Borrower or Collateral interestsany other guarantor (other than full payment and 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 without the necessity performance in full) which may at any time of having be available to take recourse against the Borrowers hereunder or against be asserted by any Collateral securing the Credit Loan Party Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers or any other Person against any Secured Party; (including 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 Guarantorremedy 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 pursuit 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 furnishing to any of the Secured Parties of any security for any of the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral securing any of the Guarantied Obligations; (j) any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) party with respect to any of the Guarantied Obligations, or any subordination of the payment of any of the Guarantied Obligations Second Amended and Restated Continuing Guaranty to the payment of any other liability of the Borrower or any other Loan Party; (k) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Guarantor, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; (l) any act or failure to act by any Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against any other Loan Party or any other Person to recover payments made under this Guaranty; (m) any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Guarantied Obligations; (n) any application of sums paid by any Loan Party or any other Person with respect to the liabilities of any Loan Party to any of the Secured Parties, regardless of what liabilities of the Borrower remain unpaid; (o) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; (p) any change in the corporate existence existence, structure or structure ownership of any BorrowerLoan Party; (q) any statement, (ii) with respect to any Law representation or warranty made or deemed made by or on behalf of any jurisdiction Loan Party under any Guarantied Document, or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating amendment hereto or thereto, proves to have been incorrect or misleading in any respect; (r) any statement, representation or warranty made or deemed made by or on behalf of any Loan Party under any Guarantied Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; and (s) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from exercising 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 other rights kind or remedies available in nature whatsoever with respect thereof, if neither to the Borrowers nor the Guarantors shall timely perform their obligationsGuaranteed Obligations, and the exercise all notices of any such rights and completion acceptance of any such foreclosure proceedings shall not constitute a discharge this Guaranty or of the Guarantors’ obligations hereunder unless 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 a result thereofamended, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6similar statute.

Certain Waivers. Each The Guarantor acknowledges and agrees that waives to the fullest extent permitted by law (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Borrower or Collateral interestsany other guarantor, and without or the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against the Borrowers hereunder Administrative Agent or against any Collateral securing other Bank) of the Credit Party Obligations or otherwise, liability of the Borrower; (b) it will not assert any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the action first be taken Administrative Agent or any Bank to proceed against the Borrowers Borrower, proceed against or exhaust any other Person (including any other Guarantor) security for the Guaranteed Obligations, or pursuit of pursue any other remedy in the Lender ’s power whatsoever and any defense based upon the doctrines of marshalling of assets or enforcement of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Bank; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty; and (g) any and all other rightdefenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (c) it will not assert 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 defenses (i) 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 change in instrument or agreement evidencing any Guaranteed Obligations, or by the corporate existence existence, validity, enforceability, perfection, non-perfection or structure extent of any Borrowercollateral therefor, (ii) with respect or by any fact or circumstance relating to any Law of any jurisdiction or any event affecting any term of the Guaranteed Obligations which might otherwise constitute a defense to the obligations of each the Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 obligationsGuaranty, and the exercise of Guarantor hereby irrevocably waives any such rights and completion of defenses it may now have or hereafter acquire in any such foreclosure proceedings shall not constitute a discharge way relating to any or all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6foregoing.

Certain Waivers. Each Guarantor acknowledges and agrees that waives (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Borrower, any other Loan Party or Collateral interests, and without any other guarantor of the necessity at any time of having to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Guaranteed Obligations or otherwiseany 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) it will not assert 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 Borrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Creditor Party whatsoever; (e) any benefit of and any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change participate in the corporate existence or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security now or Collateral interests relating hereto or thereto, or from exercising hereafter held by any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances Creditor Party; and (f) it will not seekto the fullest extent permitted by law, any and hereby waives any right, to have all other defenses (other than the Collateral or any part thereof marshaled upon any foreclosure or other disposition defense of prior payment and performance in full of the CollateralGuaranteed Obligations) or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor agrees expressly waives all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor shall have no Guarantor’s right to assert any claim that would constitute a setoff or counterclaim against any Person in any separate action or proceeding) and all presentments, demands for payment or performance, notices of recourse nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to security for the Credit Party Guaranteed Obligations, except through and all notices of acceptance of this Guaranty or of the exercise existence, creation or incurrence of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6new or additional Guaranteed Obligations.

Certain Waivers. Each The Guarantor acknowledges and agrees that waives to the fullest extent permitted by law (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of any Borrower, or Collateral interests, and without the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against any Lender or the Borrowers hereunder or against Administrative Agent) of the liability of any Collateral securing the Credit Party Obligations or otherwise, Borrower; (b) it will not assert any defense based on any claim that Guarantor’s obligations exceed or 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 action first be taken against the Borrowers Administrative Agent or any other Person (including Lender to proceed against any other Guarantor) Borrower, proceed against or pursuit of exhaust any security for the Liabilities, or pursue any other remedy in the Administrative Agent’s or enforcement any Lender’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender; (f) any fact or circumstance related to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this Agreement; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Liabilities have been fully performed, and the Liabilities and any other rightamounts payable under this Agreement, (c) it will not assert have been indefeasibly paid in full in cash. 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 defenses (i) kind or nature whatsoever with respect to the Liabilities, and all notices of acceptance of this guaranty 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 change in instrument or agreement evidencing any Liabilities, or by the corporate existence existence, validity, enforceability, perfection, non-perfection or structure extent of any Borrowercollateral therefor, (ii) with respect or by any fact or circumstance relating to any Law of any jurisdiction or any event affecting any term of the Liabilities which might otherwise constitute a defense to the obligations of each Guarantor under this Section guaranty, and Guarantor hereby irrevocably waives any defenses it may now have or (iii) as a result or related hereafter acquire in any way relating to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateralforegoing. 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 exercise of rights of contribution pursuant to Section 9.6.8.5

Certain Waivers. Each Guarantor acknowledges Purchaser and agrees that the Drum Entities agree, on their own behalf and on behalf of the other Purchaser Group (including the Acquired Companies and their respective Subsidiaries following Closing), that, following the Closing, Xxxxxx & Xxxxxx LLP and/or Xxxxxx, Xxxx & Xxxxxxxx LLP (collectively, “Seller Counsel”) may serve as counsel to Seller and its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any dispute arising out of or relating to this Agreement and the transactions contemplated hereby, notwithstanding any representation by Seller Counsel of any Drum Entity prior to the Closing. Purchaser, on behalf of itself and the other members of the Purchaser Group (including each member of the Company Group after the Closing) hereby (a) consents to Seller Counsel’s representation of Seller or its Affiliates in connection with any matters related to this Agreement and the guaranty given hereby transactions contemplated hereby, (a) waives any claim it has or may have that Seller Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation based on its representation of the Company Group prior to the Closing and (a) agrees that, in the event that a dispute arises between Purchaser, Company Group or any of their respective Affiliates, on the one hand, and Seller and/or its Affiliates, on the other hand, none of Purchaser, the Company Group or any of their respective Affiliates will object to Seller Counsel representing Seller and/or its Affiliates in such dispute due to the interests of Seller and its Affiliates being directly adverse to Purchaser, Company Group or any of their respective Affiliates or due to Seller Counsel having represented any member of the Company Group in a matter substantially related to such dispute. Purchaser further agrees that, as to all communications among Seller Counsel, the Company Group, Seller or their respective Affiliates and representatives prior to the Closing that relate in any way to this Agreement or the transactions contemplated hereby, the attorney-client privilege belongs, to the extent such privilege exists, to Seller and its Affiliates and may be enforced without the necessity controlled by Seller and each of resorting to or otherwise exhausting remedies in respect of any other security or Collateral intereststheir respective Affiliates and will not, 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 assert any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to such privileged communications, pass to or be claimed by Purchaser, Company Group, or any change in of 129 their respective Affiliates. To the corporate existence extent that Purchaser, Company Group, or structure any of their respective Affiliates has or maintains any Borrower, (ii) ownership of the privilege with respect to any Law these communications, they agree, except as may be required by applicable Law, not to waive or to attempt to waive the privilege without the express written approval of any jurisdiction Seller. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any event affecting any term of the obligations of each Guarantor under this Section or Acquired Companies and a Third Party (iiiother than Seller and its Affiliates) as a result or related to any other circumstance that might constitute a defense of any Borrower or any GuarantorGovernmental Authority after the Closing, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 each member of the Guarantors’ obligations hereunder unless as a result thereof, Company Group may assert the Credit attorney-client privilege against such Third Party Obligations shall have been paid in full and the commitments relating thereto shall have expired to prevent disclosure of confidential communications by or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6with Seller Counsel.

Certain Waivers. Each Guarantor acknowledges and agrees that Mobile Energy waives (a) any requirement, and any right to require, that any right or power be exercised or any action be taken against the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of Company, any other security guarantor or Collateral interests, and without any collateral for the necessity at any time of having to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Guaranteed Obligations or otherwiseany guaranty thereof, (b) it will not assert all defenses to, and all setoffs, counterclaims and claims of recoupment against, the Guaranteed Obligations that may at any right time be available to require the action first be taken against the Borrowers Company or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other rightguarantor, (c) it will not assert any defenses (i) with respect notice of acceptance of and intention to any change in the corporate existence or structure of any Borrowerrely on this Guaranty, (ii) with respect to any Law notice of the issuance of any jurisdiction or any event affecting any term Tax-Exempt Indenture Securities under the Tax-Exempt Indenture and of the obligations incurrence or renewal of each Guarantor under this Section or any other Guaranteed Obligations, (iii) as a result or related to any other circumstance that might constitute a defense notice of any Borrower of the matters referred to in Section 8.7 and (iv) all other notices that may be required by Law or otherwise to preserve any Guarantorrights against Mobile Energy under this Guaranty, including any notice of default, demand, dishonor, presentment and protest, (d) it will not assert any claims or set-off rights that such Guarantor may havediligence, (e) nothing contained herein shall prevent any defense based upon, arising out of or limit action being taken in any way related to (i) any claim that any sale or other disposition of any collateral for the Guaranteed Obligations or any guaranty thereof was not conducted in a commercially reasonable fashion or that a public sale, should the IDB, the Tax-Exempt Indenture Trustee or the Collateral Agent (as the case may be), have elected to so proceed, was, in and of itself, not a commercially reasonable method of sale, (ii) any claim that any election of remedies by the IDB, the Tax-Exempt Indenture Trustee or the Collateral Agent (as the case may be) including the exercise by the IDB, the Tax-Exempt Indenture Trustee or the Collateral Agent (as the case may be), of any rights against any collateral, impaired, reduced, released or otherwise extinguished any right that Mobile Energy might otherwise have had against the Borrowers hereunder, under the other Credit Documents Company 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 guarantor or remedies available against any collateral, including any right of subrogation, exoneration, reimbursement or contribution or right to obtain a deficiency judgment, (iii) any claim based upon, arising out of or in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of way related to any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, matters referred to in Section 8.7 and (iv) any claim that this Guaranty should be strictly construed against the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances Tax-Exempt Indenture Trustee and (f) it will not seekALL OTHER DEFENSES UNDER APPLICABLE LAW THAT WOULD, and hereby waives any rightBUT FOR THIS CLAUSE (f), to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6BE AVAILABLE TO MOBILE ENERGY AS A DEFENSE AGAINST OR A REDUCTION OR LIMITATION OF ITS OBLIGATIONS HEREUNDER.

Certain Waivers. Each Guarantor 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 collateral interests, and without the necessity at any time of having to take recourse against the Borrowers hereunder or against any Collateral collateral securing the Credit Party Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantorco-guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any 187 [Published CUSIP Number: ____] event affecting any term of the obligations of each Guarantor under this Section Article X or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, have and (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Loan Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ ' obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ ' obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateralcircumstances. 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 10.02 and through the exercise of rights of contribution pursuant to Section 9.610.06.

Certain Waivers. Each Guarantor of Purchaser and Seller, for itself and on behalf of its Affiliates and their respective officers, directors, employees, partners, members, managers, agents, attorneys, representatives, successors and permitted assigns, intends to and acknowledges and agrees that that, from and after the Closing, to the fullest extent permitted under applicable Law, including by contractually shortening the applicable statute of limitations, any and all rights, claims and causes of action it may have against such other Party, its respective Affiliates and its and their respective officers, directors, employees, partners, members, managers, agents, attorneys, representatives, successors and permitted assigns relating to the operation of the Company Group or the Business prior to the Closing, whether arising under, or based upon, any Law (a) the guaranty given hereby may be enforced without the necessity of resorting including any right, whether arising at law or in equity, to or otherwise exhausting remedies in respect of any other security or Collateral interestsseek indemnification, 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 otherwisecontribution, (b) it will not assert any right to require the action first be taken against the Borrowers cost recovery, damages or any other Person (recourse or remedy, including as may arise under common law or CERCLA or any other GuarantorEnvironmental Law) are hereby irrevocably waived; provided that nothing contained herein shall release, waive or pursuit otherwise affect the rights or obligations of any other remedy or enforcement any other right, (c) it will not assert any defenses Person (i) with respect to under any change in Other Transaction Documents or the corporate existence or structure of any BorrowerConfidentiality Agreement, (ii) with respect to any Law of provision herein that survives the Closing (including any jurisdiction or any event affecting any term of the obligations of each Guarantor rights to indemnification under this Section Article XI) or (iii) as a result for claims of or related causes of action arising from Fraud. Purchaser and Seller acknowledge and agree that the agreements contained in this Section 11.07 and the representations and warranties contained in Section 4.09 are an integral part of the Transactions and the inducement of the Parties to any other circumstance that might constitute a defense of any Borrower or any Guarantorconsummate the Transactions. Notwithstanding the foregoing, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein in this Section 11.07 shall prevent or limit action being taken against in any way impair (A) the Borrowers hereunder, under the other Credit Documents or the other documents rights and agreements relating obligations of Purchaser and Seller to resolve disputes with respect 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, Statement and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge calculation of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation Final Purchase Price pursuant to Section 9.2 1.04 or (B) the rights and through obligations of Purchaser and the exercise of rights of contribution pursuant to Section 9.6R&W Insurer under the R&W Insurance Policy.

Certain Waivers. Each Guarantor acknowledges and agrees that hereby waives to the --------------- maximum extent permitted by Governing Law, for the benefit of the Holders: (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 assert any right to require the action first be taken Holders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrowers or Issuer, any other Person guarantor (including any other Guarantor) of the Obligations or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any BorrowerPerson, (ii) with respect to proceed against or exhaust any Law security held from the Issuer, any other guarantor (including any other Guarantor) of any jurisdiction the Obligations or any event affecting any term of the obligations of each Guarantor under this Section or other Person, (iii) as a result proceed against or related have resort to any balance of any deposit account or credit on the books of any of the Holders in favor of the Issuer or any other circumstance that might constitute a Person, or (iv) pursue any other remedy in the power of the Holders whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Issuer including, without limitation, any Borrower defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any Guarantor, agreement or instrument relating thereto or by reason of the cessation of the liability of the Issuer from any cause other than payment in full of the Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) it will not assert any claims defense based upon the Holders' errors or set-off rights that such Guarantor may haveomissions in the administration of the Obligations, except behavior EXECUTION VERSION which amounts to bad faith; (e) nothing contained herein shall prevent (i) any principles or limit action being taken against provisions of law, statutory or otherwise, which are or might be in conflict with the Borrowers terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, under (ii) the other Credit Documents benefit of any statute of limitations affecting such Guarantor's liability hereunder or the other documents enforcement hereof, (iii) any rights to set-offs, recoupments and agreements relating to counterclaims, and (iv) promptness, diligence and any requirement that the Credit Party Obligations Holders protect, secure, perfect or from foreclosing on insure any security interest or Collateral interests relating hereto lien or any property subject thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and ; (f) it will not seeknotices, demands, presentments, protests, notices of protest, notices of dishonor and hereby waives notices of any rightaction or inaction, to have including acceptance of this Guaranty, notices of default under this Agreement or the Collateral Note or any part thereof marshaled upon agreement or instrument related thereto, notices of any foreclosure renewal, extension or other disposition modification of the Collateral. Each Guarantor agrees Obligations or any agreement related thereto, notices of any extension of credit to the Issuer and notices of any of the matters referred to in the preceding paragraph and any right to consent to any thereof; and (g) any defenses or benefits that such Guarantor shall have no right may be derived from or afforded by law which limit the liability of recourse to security for or exonerate guarantors or sureties, or which may conflict with the Credit Party Obligations, except through the exercise terms of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6this Guaranty.

Certain Waivers. Each Guarantor acknowledges and agrees that waives to the fullest extent permitted by law (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Borrower or Collateral interestsany other Guarantor, and without or the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against the Borrowers hereunder or against any Collateral securing Secured Parties) of the Credit Party Obligations or otherwise, liability of the Borrower; (b) it will not assert any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the action first be taken Secured Parties to proceed against the Borrowers Borrower, proceed against or exhaust any other Person (including any other Guarantor) security for the Obligations, or pursuit of pursue any other remedy in the Secured Parties’ power whatsoever and any defense based upon the doctrines of marshalling of assets or enforcement of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Secured Parties; (f) any fact or circumstance related to the Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (g) any and all other rightdefenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (c) it will not assert other than the defense that the Obligations have been fully performed and paid in full in cash. Each of the Guarantors 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 defenses (i) kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any change in instrument or agreement evidencing any Obligations, or by the corporate existence existence, validity, enforceability, perfection, non-perfection or structure extent of any Borrowercollateral therefor, (ii) with respect or by any fact or circumstance relating to any Law of any jurisdiction or any event affecting any term of the Obligations which might otherwise constitute a defense to the obligations of the Guarantors under this Guaranty, and each Guarantor under this Section hereby irrevocably waives any defenses it may now have or (iii) as a result or related hereafter acquire in any way relating to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6foregoing.

Certain Waivers. Each Guarantor acknowledges waives, to the fullest extent permitted by law, promptness, diligence, presentment, demand, protest, notice of acceptance, notice of Guaranteed Obligations incurred and agrees that (a) the guaranty given hereby all other notices of any kind, other than demand for payment or performance hereunder, and, subject to Section 4 below, all defenses which may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect available by virtue of any valuation, stay, moratorium Law or other security similar Law now or Collateral interestshereafter in effect, 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 assert any right to require the action first be taken against the Borrowers marshalling of Guarantor's assets or any other Person (including any other Guarantor) primarily or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) secondarily liable with respect to any change Guaranteed Obligation, and all suretyship defenses generally. Without limiting the generality of the foregoing but subject to the terms of Section 2 above, Guarantor agrees that its obligations hereunder shall not be released or discharged, in the corporate existence whole or structure of any Borrowerin part, or otherwise affected by, (iii) subject to Section 4 below, the failure of Buyer or any Buyer Indemnitee to assert any claim or demand or to enforce any right or remedy against Seller or any other Person primarily or secondarily liable with respect to any Law of the Guaranteed Obligations (except to the extent that such failure operates as an express and complete bar under the Purchase Agreement or Section 2 above); (ii) any extensions, compromises, consolidations or renewals of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or Guaranteed Obligations; (iii) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any rescissions, waivers, compromises, consolidations, amendments or modifications of any of the terms or provisions of the Purchase Agreement or any Ancillary Agreement; (iv) the addition, substitution or release of any Person primarily or secondarily liable for any of the Guaranteed Obligations; or (v) subject to Section 4 below, any other act or omission which might in any manner or to any extent vary the risk of Guarantor or otherwise operate as a result release or related to any other circumstance that might constitute a defense discharge of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor all of which may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating be done without notice to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6Guarantor.

Certain Waivers. Each Guarantor acknowledges Purchaser Entity and agrees the Debtor (on behalf of itself and its Affiliates) acknowledge that Xxxxxx & Xxxxxxx LLP and other legal counsel (a“Prior Debtor Counsel”) have, on or prior to the Closing Date, represented (i) the guaranty given hereby may be enforced without Carlyle Holders in connection with the necessity of resorting Transactions and (ii) the Debtor and its Subsidiaries and other Affiliates in one or more matters, including relating to or otherwise exhausting remedies this Agreement and the Transactions (each, an “Existing Representation”), and that, in respect the event of any other security or Collateral interests, and without the necessity at any time of having post-Closing matters (x) relating to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers this Agreement or any other Person agreements or Transactions (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other Guarantoragreements or in connection with such transactions) and (y) in which Parent or pursuit any of its Affiliates (including the Debtor and its Subsidiaries), on the one hand, and any Xxxxxxx Xxxxxx or any of its Affiliates (each, a “Designated Person”), on the other remedy hand, are or enforcement any may be adverse to each other right(each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Prior Debtor Counsel will represent them in connection with such matters. Accordingly, each Purchaser Entity and the Debtor (con behalf of itself and its Affiliates) it will not assert any defenses hereby (i) waive and shall not assert, and agree after the Closing to cause their Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Debtor Counsel of one or more Designated Persons in connection with respect to any change in one or more Post-Closing Matters (the corporate existence or structure of any Borrower“Post-Closing Representations”), and (ii) agree that, in the event that a Post-Closing Matter arises, Prior Debtor Counsel may represent one or more Designated Persons in the Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent or any of its Affiliates (including the Debtor and its Subsidiaries), and even though Prior Debtor Counsel may (i) have represented the Debtor or its Subsidiaries in a matter substantially related to such dispute or (ii) be currently representing the Debtor or any of its respective Affiliates. Without limiting the foregoing, each Purchaser Entity and the Debtor (on behalf of itself and its Affiliates) consent to the disclosure by Prior Debtor Counsel, in connection with respect one or more Post-Closing Representations, to any Law the Designated Persons of any jurisdiction information learned by Prior Debtor Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Debtor or any event affecting of its Subsidiaries or Prior Debtor Counsel’s duty of confidentiality as to the Debtor or any term of its Subsidiaries and whether or not such disclosure is made before or after the obligations Closing. The Carlyle Holders and Xxxxxx & Xxxxxxx LLP are intended third-party beneficiaries, and are relying on the provisions of, of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.68.15.

Certain Waivers. Each Guarantor acknowledges and agrees that waives to the fullest extent permitted by law (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Company or Collateral interestsany other guarantor, and without or the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against the Borrowers hereunder or against any Collateral securing LC Participants) of the Credit Party Obligations or otherwise, liability of the Company; (b) it will not assert any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Company; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the action first be taken LC Participants to proceed against the Borrowers Company, proceed against or exhaust any other Person (including any other Guarantor) security for the Obligations, or pursuit of pursue any other remedy in each LC Participant’s power whatsoever and any defense based upon the doctrines of marshalling of assets or enforcement of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the LC Participants; (f) any fact or circumstance related to the Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (g) any and all other rightdefenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (c) it will not assert 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 performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any defenses (i) kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any change in instrument or agreement evidencing any Obligations, or by the corporate existence existence, validity, enforceability, perfection, non-perfection or structure extent of any Borrowercollateral therefor, (ii) with respect or by any fact or circumstance relating to any Law of any jurisdiction or any event affecting any term of the Obligations which might otherwise constitute a defense to the obligations of each Guarantor under this Section Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or (iii) as a result or related hereafter acquire in any way relating to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6foregoing.

Certain Waivers. Each Guarantor acknowledges and agrees that waives (a) any defense arising by reason of any disability or other defense of the guaranty given hereby Borrower or any other 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; (b) 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; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) 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 any Secured Party whatsoever; (e) any benefit of 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 enforced without derived from or afforded by applicable Law limiting the necessity liability of resorting to or otherwise exhausting remedies exonerating guarantors or sureties. Notwithstanding the foregoing, each Guarantor agrees that its obligations under and in respect of any other security or Collateral intereststhis 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 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 assert any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (ifuture) 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 change 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 corporate existence amount of the Obligations, or structure 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 Borrowerclaim or demand or any right, power or remedy (iiwhether arising under any Loan Document, at law, in equity or otherwise) with respect to any Law of any jurisdiction the Obligations or any event affecting any term of the obligations of each Guarantor under this Section agreement relating thereto, or (iii) as a result or related with respect to any other circumstance that might constitute a defense 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 Guarantorother 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; (dvi) it will 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 assert 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 claims right of reimbursement or set-off rights 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 have, (e) nothing contained herein shall prevent or limit action being taken against might in any manner or to any extent vary the Borrowers hereunder, under risk of any Guarantor as an obligor in respect of the other 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 theretowhich constitutes, or from exercising might be construed to constitute, an equitable or legal discharge of the Borrower or any other rights Guarantor for the Obligations, 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 Guarantor under the guarantee contained in this Article X or of any such foreclosure proceedings shall not constitute security interest granted by any Guarantor, whether in a discharge proceeding under any Debtor Relief Law or in any other instance (other than the indefeasible payment in full of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the CollateralObligations). Each Guarantor agrees that such Guarantor shall have no right expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of recourse nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to security for the Credit Party Obligations, except through and all notices of acceptance of this Guaranty or of the exercise existence, creation or incurrence of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6new or additional Obligations.

Certain Waivers. Each Guarantor acknowledges Borrower hereby irrevocably and agrees that unconditionally waives (ai) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect promptness and diligence; (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other security Loan Document or Collateral interestsany other agreement or instrument relating thereto except to the extent otherwise provided herein, (iii) all notices (other than notices specifically provided for herein or in the other Loan Documents), demands and protests, and without all other formalities of every kind in connection with the necessity at 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 time of having to take recourse against the Borrowers its obligations hereunder or against any Collateral securing under the Credit Party Obligations or otherwiseother Loan Documents, (biv) it will not assert any requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Loan or exhaust any right to require the or take any action first be taken against the Borrowers Borrower or any other Person (including or against any other Guarantor) or pursuit of any other remedy or enforcement any other rightcollateral for the Loan, (cv) it will not assert any defenses (i) with respect right or claim of right to any change in the corporate existence or structure cause a marshaling of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances 's assets and (fvi) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of payment by Borrower pursuant hereto or to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6other Loan Documents. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (W) INJUNCTIVE RELIEF, (X) A TRIAL BY JURY, (Y) INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. 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, INCLUDING AN ACTION OF INJUNCTIVE RELIEF. 8.13.

Certain Waivers. Each The Guarantor acknowledges and agrees that waives to the fullest extent permitted by law (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of any Borrower or Collateral interests, and without the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against any Lender or the Borrowers hereunder or against Administrative Agent) of the liability of any Collateral securing the Credit Party Obligations or otherwise, Borrower; (b) it will not assert any defense based on any claim that Guarantor’s obligations exceed or 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 action first be taken against the Borrowers Administrative Agent or any other Person (including Lender to proceed against any other Guarantor) Borrower, proceed against or pursuit of exhaust any security for the Liabilities, or pursue any other remedy in the Administrative Agent’s or enforcement any Xxxxxx’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender; (f) any fact or circumstance related to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this Agreement; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Liabilities have been fully performed, and the Liabilities and any other rightamounts payable under this Agreement, (c) it will not assert have been indefeasibly paid in full in cash. 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 defenses (i) kind or nature whatsoever with respect to the Liabilities, and all notices of acceptance of this guaranty 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 change in instrument or agreement evidencing any Liabilities, or by the corporate existence existence, validity, enforceability, perfection, non-perfection or structure extent of any Borrowercollateral therefor, (ii) with respect or by any fact or circumstance relating to any Law of any jurisdiction or any event affecting any term of the Liabilities which might otherwise constitute a defense to the obligations of each Guarantor under this Section guaranty, and Guarantor hereby irrevocably waives any defenses it may now have or (iii) as a result or related hereafter acquire in any way relating to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateralforegoing. 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 exercise of rights of contribution pursuant to Section 9.6.8.5

Certain Waivers. Each Guarantor 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 assert waives any right (except as shall be required by applicable statute and cannot be waived) to require the action first be taken Administrative Agent or the Lenders to (i) proceed against the Borrowers Borrower, any other Guarantor, any other guarantor or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any Borrowerparty, (ii) with respect to proceed against or exhaust any Law of security held from the Borrower, any jurisdiction other Guarantor, any other guarantor or any event affecting any term of the obligations of each Guarantor under this Section other party or (iii) as a result or related to pursue any other circumstance that might constitute a remedy in the Administrative Agent's or the Lenders' power whatsoever. Each Guarantor waives (except as shall be required by applicable statute and cannot be waived) any defense based on or arising out of any defense of the Borrower, any Borrower other Guarantor, any other guarantor or any other party other than payment in full of the Obligations, including, without limitation, any defense based on or arising out of the disability of the Borrower, any other Guarantor, (d) it will not assert any claims other guarantor or set-off rights that such Guarantor may haveany other party, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other 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 unenforceability of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon from any foreclosure cause, or other disposition the cessation from any cause of the Collateralliability of the Borrower other than payment in full of the Obligations. Subject to the notice requirements provided in the Bankruptcy Orders, the Administrative Agent and other Secured Parties may, at their election, foreclose on any security held by the Administrative Agent or any other Secured Party in respect of the Secured Obligations by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Administrative Agent and the Lenders may have against the Borrower or any other party, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been paid. Each Guarantor agrees that waives any defense arising out of any such election by the Administrative Agent and the Lenders, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor shall have no right of recourse to security for against the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6Borrower or any other party or any security.

Certain Waivers. Each Guarantor acknowledges of Honeywell and the Sellers hereby agrees that it shall not make any claim for indemnification against Purchaser, the Companies or any of their respective Affiliates by reason of the fact that Honeywell and the Sellers were stockholders or agents of the Companies or any of their Subsidiaries (a) the guaranty given hereby may be enforced without the necessity of resorting to whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise exhausting remedies in respect of and whether such claim is pursuant to any other security or Collateral interestsstatute, 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 charter document, bylaw, agreement or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in action, suit, proceeding, complaint, claim or demand brought by any of the corporate existence Purchaser Indemnified Parties against Honeywell or structure either Seller pursuant to this Agreement, and each of Honeywell and the Sellers hereby acknowledges and agrees that it shall not have any Borrower, (ii) claim or right to contribution or indemnity from the Companies or any of their Subsidiaries with respect to any Law amounts paid by it pursuant to this Agreement. Effective upon the Closing, each of Honeywell and the Sellers hereby, except as set forth in the last sentence of this Section 5.17, irrevocably waives, releases and discharges the Companies and their Subsidiaries from any and all Liabilities and obligations to it of any jurisdiction kind or nature whatsoever, whether in the capacity as stockholder of the Companies or any event affecting of their Subsidiaries or otherwise (including in respect of any term rights of contribution or indemnification), and, except as set forth in the last sentence of this Section 5.17, each of Honeywell and the Sellers agrees that it shall not seek to recover any amounts in connection therewith or thereunder from the Companies or any of their Subsidiaries. In no event, except as set forth in the last sentence of this Section 5.17, shall the Companies or any of their Subsidiaries have any liability whatsoever to Honeywell or the Sellers for any breaches of the obligations representations, warranties, agreements or covenants of each Guarantor under this Section Honeywell and the Sellers hereunder, and in any event neither Honeywell nor the Sellers may seek contribution from the Companies or (iii) as a result or related to any other circumstance that might constitute a defense of their Subsidiaries in respect of any Borrower payments required to be made by Honeywell or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing the Sellers pursuant to this Agreement. Notwithstanding anything contained herein to the contrary, nothing shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents preclude Honeywell or the other documents and agreements relating Seller Indemnified Parties from seeking indemnification or contribution for any Liabilities asserted against Honeywell or its Affiliates for which any of the Companies or their Subsidiaries is the primary obligor or primarily responsible party (other than any such Liabilities to the Credit Party Obligations extent Honeywell and the Sellers have agreed to indemnify Purchaser under this Agreement), or from foreclosing on to the extent Purchaser has agreed to indemnify Honeywell and/or the Sellers under this Agreement or any security or Collateral interests relating hereto or theretoof the other agreements executed and delivered in connection herewith, or from exercising enforcing any payment or other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise obligations of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereofCompanies or their Subsidiaries under any commercial, the Credit Party Obligations shall have been paid in full ordinary course Contract on arm’s-length terms to which it and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral Honeywell or any part thereof marshaled upon any foreclosure or of its Affiliates (other disposition of than the Collateral. 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 Companies and through the exercise of rights of contribution pursuant to Section 9.6their Subsidiaries) are parties.

Certain Waivers. Each The Guarantor acknowledges and agrees that waives to the fullest extent permitted by law (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Borrower or Collateral interestsany other guarantor, or the cessation from any cause whatsoever (including 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 without indefeasibly paid in full in cash); (c) the necessity at benefit of any time statute of having to take recourse against limitations affecting the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwise, Guarantor’s liability hereunder; (bd) it will not assert any right to require the action first be taken against the Borrowers Administrative Agent or any other Person (including Secured Party to proceed against the Borrower, proceed against or exhaust any other Guarantor) security for the Guaranteed Obligations, or pursuit of pursue any other remedy in the Administrative Agent’s or enforcement such other Secured Party’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other rightSecured Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty (other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash) and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (c) it will not assert 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 defenses (i) 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 change in instrument or agreement evidencing any Guaranteed Obligations, or by the corporate existence existence, validity, enforceability, perfection, non-perfection or structure extent of any Borrowercollateral therefor, (ii) with respect or by any fact or circumstance relating to any Law of any jurisdiction or any event affecting any term of the Guaranteed Obligations which might otherwise constitute a defense to the obligations of each the Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 obligationsGuaranty, and the exercise of Guarantor hereby irrevocably waives any such rights and completion of defenses it may now have or hereafter acquire in any such foreclosure proceedings shall not constitute a discharge way relating to any or all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateralforegoing. 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 exercise of rights of contribution pursuant to Section 9.65.

Certain Waivers. Each Guarantor acknowledges Borrower hereby irrevocably and agrees that unconditionally waives (ai) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect promptness and diligence; (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other security Loan Document or Collateral interestsany other agreement or instrument relating thereto except to the extent otherwise provided 40 41 herein, (iii) all other notices, demands and protests, and without all other formalities of every kind in connection with the necessity at 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 time of having to take recourse against the Borrowers its obligations hereunder or against any Collateral securing under the Credit Party Obligations or otherwiseother Loan Documents, (biv) it will not assert any requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Loan or exhaust any right to require the or take any action first be taken against the Borrowers Borrower, Guarantor or any other Person (including or against any other Guarantor) or pursuit of any other remedy or enforcement any other rightcollateral for the Loan, (cv) it will not assert any defenses (i) with respect right or claim of right to any change in the corporate existence or structure cause a marshalling of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances 's assets and (fvi) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of payment by Borrower pursuant hereto or to Section 9.2 and through the exercise of rights of contribution pursuant other Loan Documents except to Section 9.6the extent expressly prohibited by applicable Law. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY APPLICABLE LAW, 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 (W) INJUNCTIVE RELIEF, (X) A TRIAL BY JURY, (Y) INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. 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. Each Guarantor acknowledges and agrees that waives to the fullest extent permitted by law (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Company or Collateral interestsany other guarantor, and without or the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against any holder of Notes) of the Borrowers hereunder or against any Collateral securing liability of the Credit Party Obligations or otherwise, Company; (b) it will not assert any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Company; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the action first be taken any holder of Notes to proceed against the Borrowers Company, proceed against or exhaust any other Person (including any other Guarantor) security for the Guaranteed Obligations, or pursuit of pursue any other remedy in any holder of Note’s power whatsoever and any defense based upon the doctrines of marshalling of assets or enforcement of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any holder of Notes; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (g) any and all other rightdefenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (c) it will not assert 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 defenses (i) 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 change in instrument or agreement evidencing any Guaranteed Obligations, or by the corporate existence existence, validity, enforceability, perfection, non-perfection or structure extent of any Borrowercollateral therefor, (ii) with respect or by any fact or circumstance relating to any Law of any jurisdiction or any event affecting any term of the Guaranteed Obligations which might otherwise constitute a defense to the obligations of each any Guarantor under this Section Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or (iii) as a result or related hereafter acquire in any way relating to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 all of the Guarantors’ obligations hereunder unless as a result thereofforegoing, in each case, other than the Credit Party defense that the Guaranteed Obligations shall have been fully performed and indefeasibly paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6in cash.

Certain Waivers. Each Guarantor acknowledges and agrees that waives (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Borrower, any other Loan Party or Collateral interests, and without any other guarantor of the necessity at any time of having to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Guaranteed Obligations or otherwiseany 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 133 1" = "1" "US 170437103" "" US 170437103 the defense of prior payment and performance in full of the Guaranteed Obligations); (b) it will not assert 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 Borrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Creditor Party whatsoever; (e) any benefit of and any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change participate in the corporate existence or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security now or Collateral interests relating hereto or thereto, or from exercising hereafter held by any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances Creditor Party; and (f) it will not seekto the fullest extent permitted by law, any and hereby waives any right, to have all other defenses (other than the Collateral or any part thereof marshaled upon any foreclosure or other disposition defense of prior payment and performance in full of the CollateralGuaranteed Obligations) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor agrees expressly waives all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor shall have no Guarantor’s right to assert any claim that would constitute a setoff or counterclaim against any Person in any separate action or proceeding) and all presentments, demands for payment or performance, notices of recourse nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to security for the Credit Party Guaranteed Obligations, except through and all notices of acceptance of this Guaranty or of the exercise existence, creation or incurrence of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6new or additional Guaranteed Obligations.

Certain Waivers. Each Guarantor acknowledges and agrees that Mobile Energy waives (a) any requirement, and any right to require, that any right or power be exercised or any action be taken against the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of Company, any other security guarantor or Collateral interests, and without any collateral for the necessity at any time of having to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Guaranteed Obligations or otherwiseany guaranty thereof, (b) it will not assert all defenses to, and all set offs, counterclaims and claims of recoupment against, the Guaranteed Obligations that may at any right time be available to require the action first be taken against the Borrowers Company or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other rightguarantor, (c) it will not assert any defenses (i) with respect notice of acceptance of and intention to any change in the corporate existence or structure of any Borrowerrely on this Guaranty, (ii) with respect to any Law notice of the issuance of any jurisdiction or any event affecting any term Securities under this Indenture and of the obligations incurrence or renewal of each Guarantor under this Section or any other Guaranteed Obligations, (iii) as a result or related to any other circumstance that might constitute a defense notice of any Borrower of the matters referred to in Section 14.7 and (iv) all other notices that may be required by Law or otherwise to preserve any Guarantorrights against Mobile Energy under this Guaranty, including any notice of default, demand, dishonor, presentment and protest, (d) it will not assert any claims or set-off rights that such Guarantor may havediligence, (e) nothing contained herein shall prevent any defense based upon, arising out of or limit action being taken in any way related to (i) any claim that any sale or other disposition of any collateral for the Guaranteed Obligations or any guaranty thereof was not conducted in a commercially reasonable fashion or that a public sale, should the Trustee or the Collateral Agent (as the case may be), have elected to so proceed, was, in and of itself, not a commercially reasonable method of sale, (ii) any claim that any election of remedies by the Trustee or the Collateral Agent (as the case may be), including the exercise by the Trustee or the Collateral Agent (as the case may be) of any rights against any collateral, impaired, reduced, released or otherwise extinguished any right that Mobile Energy might otherwise have had against the Borrowers hereunder, under the other Credit Documents Company 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 guarantor or remedies available against any collateral, including any right of subrogation, exoneration, reimbursement or contribution or right to obtain a deficiency judgment, (iii) any claim based upon, arising out of or in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of way related to any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, matters referred to in Section 14.7 and (iv) any claim that this Guaranty should be strictly construed against the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances Trustee and (f) it will not seekALL OTHER DEFENSES UNDER APPLICABLE LAW THAT WOULD, and hereby waives any rightBUT FOR THIS CLAUSE (f), to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the CollateralBE AVAILABLE TO MOBILE ENERGY AS A DEFENSE AGAINST OR A REDUCTION OR LIMITATION OF ITS OBLIGATIONS HEREUNDER. 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 exercise of rights of contribution pursuant to Section 9.6.77

Certain Waivers. Each Guarantor acknowledges and agrees that Mobile Energy waives (a) any requirement, and any right to require, that any right or power be exercised or any action be taken against the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of Company, any other security guarantor or Collateral interests, and without any collateral for the necessity at any time of having to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwiseany guaranty thereof, (b) it will not assert all defenses to, and all setoffs, counterclaims and claims of recoupment against, the Obligations that may at any right time be available to require the action first be taken against the Borrowers Company or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other rightguarantor, (c) it will not assert any defenses (i) with respect notice of acceptance of and intention to any change in the corporate existence or structure of any Borrowerrely on this Guaranty, (ii) with respect to any Law notice of any jurisdiction or any event affecting any term Loans hereunder and of the obligations incurrence or renewal of each Guarantor under this Section or any other Obligations, (iii) as a result or related to any other circumstance that might constitute a defense notice of any Borrower of the matters referred to in Section 8.7 and (iv) all other notices that may be required by Law or otherwise to preserve any Guarantorrights against Mobile Energy under this Guaranty, including any notice of default, demand, dishonor, presentment and protest, (d) it will not assert any claims or set-off rights that such Guarantor may havediligence, (e) nothing contained herein shall prevent any defense based upon, arising out of or limit action being taken in any way related to (i) any claim that any sale or other disposition of any collateral for the Obligations or any guaranty thereof was not conducted in a commercially reasonable fashion or that a public sale, should the Agent, any Lender or the Collateral Agent (as the case may be), have elected to so proceed, was, in and of itself, not a commercially reasonable method of sale, (ii) any claim that any election of remedies by the Agent, any Lender or the Collateral Agent (as the case may be), including the exercise by the Agent, any Lender or the Collateral Agent (as the case may be) of any rights against any collateral, impaired, reduced, released or otherwise extinguished any right that Mobile Energy might otherwise have had against the Borrowers hereunder, under the other Credit Documents Company 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 guarantor or remedies available against any collateral, including any right of subrogation, exoneration, reimbursement or contribution or right to obtain a deficiency judgment, (iii) any claim based upon, arising out of or in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of way related to any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, matters referred to in Section 8.7 and (iv) any claim that this Guaranty should be strictly construed against the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired Agent or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances any Lender and (f) it will not seekALL OTHER DEFENSES UNDER APPLICABLE LAW THAT WOULD, and hereby waives any rightBUT FOR THIS CLAUSE (f), to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6BE AVAILABLE TO MOBILE ENERGY AS A DEFENSE AGAINST OR A REDUCTION OR LIMITATION OF ITS OBLIGATIONS HEREUNDER.

Certain Waivers. Each Guarantor acknowledges It is acknowledged by each of the Parties hereto that Seller, Seller Parent and agrees the Company have retained Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (“Orrick”) to act as their counsel in connection with the transactions contemplated by this Agreement. The Parties acknowledge and agree that Orrick shall be permitted, without need for any additional conflict waiver or other consent from Buyer or the Company, to represent Seller Parent and/or Seller in any post-Closing matter solely to the extent related to the transactions contemplated by this Agreement and will not seek to disqualify Orrick. The Parties further acknowledge and agree that in connection with (a) any actual or potential dispute following the guaranty given hereby may be enforced without Closing between Buyer or its related Indemnified Party, on the necessity of resorting to or otherwise exhausting remedies in respect of any other security or Collateral interestsone hand, and without Seller Parent or its related Indemnifying Party or representative of Seller Parent or such related Indemnifying Party, on the necessity at any time of having to take recourse against the Borrowers hereunder other hand, or against any Collateral securing the Credit Party Obligations or otherwise, (b) it will not assert any other actual or potential dispute to which buyer or its related Indemnified Party is a party and in which Seller Parent or its related Indemnifying Party or representative of Seller Parent or such related Indemnifying Party is in any way involved, in each case solely to the extent related to the transactions contemplated hereby, Seller Parent or its related Indemnifying Party and the representative of Seller Parent or such related Indemnifying Party shall have the sole right to require the action first be taken against the Borrowers invoke or waive or cause Buyer to invoke or waive any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence attorney-client privilege or structure of any Borrower, (ii) with respect rights and obligations of confidentiality, in each case, attaching to any Law pre-Closing communications between the Company and its attorneys, including Orrick, solely to the extent related to the transactions contemplated hereby, notwithstanding the transfer of any jurisdiction or any event affecting any term record of the obligations of each Guarantor under this Section or (iii) as a result such communications to Buyer or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6Indemnified Party.

Certain Waivers. Each Guarantor acknowledges Credit Party hereby irrevocably and agrees that unconditionally waives (ai) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other security Credit Document or Collateral interestsany other agreement or instrument relating hereto or thereto except to the extent otherwise provided herein, (iii) all other notices, demands and protests, and without all other formalities of every kind, in connection with the necessity at 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 time Credit Party of having to take recourse against the Borrowers any of its obligations hereunder or against under the other Credit Documents, (iv) any Collateral securing requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Credit Party Obligations or otherwise, (b) it will not assert exhaust any right to require the or take any action first be taken against the Borrowers Borrower, any other Credit Party, Guarantor or any other Person (including or against any other Guarantor) or pursuit of any other remedy or enforcement any other rightcollateral for the Obligations, (cv) it will not assert any defenses right or claim of right to cause a marshalling of Borrower's assets and (ivi) with respect to any change in the corporate existence all rights of subrogation or structure contribution, whether arising by contract or operation of any Borrower, (ii) with respect to any Law law or otherwise by reason of any jurisdiction payment by Borrower pursuant hereto or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related pursuant to any other circumstance that might constitute a defense of any Borrower or any GuarantorCredit 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 (W) INJUNCTIVE RELIEF, (dX) it will not assert any claims or set-off rights that such Guarantor may haveA TRIAL BY JURY, (eY) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunderINTERPOSE ANY COUNTERCLAIM THEREIN, under the other 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 theretoOTHER THAN A COMPULSORY COUNTERCLAIM, or from exercising any other rights or remedies available in respect thereofAND/OR (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the CollateralACTION OR PROCEEDING. 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 exercise of rights of contribution pursuant to Section 9.6NOTHING 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. Each Guarantor 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 collateral interests, and without the necessity at any time of having to take recourse against the Borrowers Borrower hereunder or against any Collateral collateral securing the Credit Party Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers Borrower or any other Person (including any other Guarantorco-guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any the Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section Article XI or (iii) as a result or related to any other circumstance that might constitute a defense of any the Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, have and (e) nothing contained herein shall prevent or limit action being taken against the Borrowers Borrower hereunder, under the other Credit Loan Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers Borrower nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateralcircumstances. 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 11.02 and through the exercise of rights of contribution pursuant to Section 9.611.06.

Certain Waivers. Each The Guarantor acknowledges and agrees that waives to the fullest extent permitted by law (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of Borrower or Collateral interestsany other guarantor, and without or the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against the Borrowers hereunder or against any Collateral securing Lender) of the Credit Party Obligations or otherwise, liability of Borrower; (b) it will not assert any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the action first be taken Lender to proceed against Borrower, proceed against or exhaust any security for the Borrowers Guaranteed Obligations, or any other Person (including any other Guarantor) or pursuit of pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of marshalling of assets or enforcement of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other rightdefenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (c) it will not assert 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 defenses (i) 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 change in instrument or agreement evidencing any Guaranteed Obligations, or by the corporate existence existence, validity, enforceability, perfection, non-perfection or structure extent of any Borrowercollateral therefor, (ii) with respect or by any fact or circumstance relating to any Law of any jurisdiction or any event affecting any term of the Guaranteed Obligations which might otherwise constitute a defense to the obligations of each the Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 obligationsGuaranty, and the exercise of Guarantor hereby irrevocably waives any such rights and completion of defenses it may now have or hereafter acquire in any such foreclosure proceedings shall not constitute a discharge way relating to any or all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6foregoing.

Certain Waivers. Each Guarantor acknowledges Except as otherwise expressly specified in this Note, the Mortgage or any of the other Loan Documents, each of the Makers jointly and agrees that (a) severally waive diligence, grace, demand, presentment for payment, exhibition of this Note, protest and notice of protest and notice of nonpayment. Any payment by any of the guaranty given hereby may be enforced Makers or other circumstance which by operation of law tolls any statute of limitations as to any of the Makers shall operate to toll the statute of limitations as to all of them. From time to time, without affecting the necessity obligation of resorting the Makers to pay the outstanding principal balance of this Note and observe the covenants contained herein, without giving notice to or otherwise exhausting remedies obtaining the consent of the Makers, and without liability on the part of Lender, Lender may, at the option of Lender, extend the time for payment of said outstanding principal balance, or any part thereof, reduce the payments thereon, release anyone liable for any of said outstanding principal balance, accept a renewal of this Note, join in any extension or subordination agreement, release any security given in respect hereof, take or release other or additional security, and agree in writing with the Makers to modify the rate of interest or period of amortization of this Note or change the amount of the monthly installments payable hereunder. No single or partial exercise of any power, right or privilege of Lender hereunder or under the other Loan Documents and no course of dealing between the Lender on the one hand and any one or more of the Makers on the other hand, shall operate as a waiver of or preclude other and further exercise thereof or the exercise of any other security power, right or Collateral interests, and without privilege of Lender. Lender shall at all times have the necessity at any time of having right to take recourse against the Borrowers hereunder or proceed against any Collateral securing portion of the Credit Party Obligations Mortgaged Property pursuant to and in accordance with the Mortgage and/or against any one or otherwisemore of the Makers in such order and in such manner as Lender may deem fit, (b) it will not assert without waiving any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) rights with respect to any change of the other Makers or other portion of the Mortgaged Property. No delay, action or omission on the part of Lender in the corporate existence exercising any right or structure remedy hereunder shall operate or be construed as a waiver or release of (i) such right or remedy or of any Borrowerother right or remedy of Lender, (ii) with respect to any Law of any jurisdiction liability or any event affecting any term obligation of the obligations of each Guarantor Makers hereunder or under this Section the other Loan Documents or (iii) as a result or related to an Event of Default. The rights and remedies of Lender herein provided are cumulative and not exclusive of any other circumstance that might constitute a defense of any Borrower rights 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 remedies which the Borrowers Lender would have hereunder, under the other Credit Loan Documents or the other documents and agreements relating to the Credit Party Obligations at law or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6equity.

Certain Waivers. Each Guarantor CSSE acknowledges and agrees that a CPE Indemnified Person may from time to time waive or excuse breaches or defaults by the JV Entity with respect to any obligations under Section 1.2(c) of this Agreement and refrain from enforcing any or all of its rights or remedies with respect thereto from time to time available to it hereunder; and as a result of any or all of the foregoing, any rights of CSSE in the nature of subrogation or other claims upon or following any exercise by a CPE Indemnified Person of any of its rights or remedies hereunder with respect to Section 1.2(c), may be unavailable to CSSE, or may have been destroyed, or may otherwise be impaired, diminished or curtailed. CSSE expressly waives and agrees not to assert any claim, defense and/or excuse, and expressly waives and agrees not to assert any right or claim of offset, setoff, reduction, modification or exoneration of or against its obligations pursuant to Section 1.2(c), based upon any event or matter described in the preceding sentence, or any other event or matter, whether similar or dissimilar to any of the events or matters described in the preceding sentence, upon which CSSE might otherwise base any such claim, defense, or excuse, or right of offset, setoff, reduction, modification or exoneration. Without limiting the generality of the foregoing, CSSE hereby expressly waives (a) pursuant to Section 2856(a)(1) of the guaranty given hereby may be enforced without Civil Code of the necessity State of resorting to or otherwise exhausting remedies in respect California, all of CSSE’s rights of subrogation, reimbursement, indemnification and contribution and any other security rights and defenses that are or Collateral interestsmay become available to CSSE by reason of Sections 2787 to 2855, and without inclusive, of the necessity at any time Civil Code of having to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwiseState of California, (b) it will not assert pursuant to Section 2856(a)(2) of the Civil Code of the State of California, all rights and defenses arising out of any election of remedies by a CPE Indemnified Person, even if any such election of remedies has destroyed or impaired any right or claim of subrogation and/or reimbursement that might otherwise have been available to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other rightCSSE, (c) it will not assert notice of the acceptance of this Agreement by any defenses Person, (id) with respect to notice of any adverse change in the corporate existence financial condition of the JV Entity or structure of any Borrowerother fact that might increase CSSE’s risk hereunder, and (iie) with notice of demand for payment or performance, or notice of default or nonpayment or nonperformance, under this Agreement or otherwise, in respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor the JV Entity for which CSSE may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other 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 Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation liable pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.61.2(c).

Certain Waivers. Each Guarantor acknowledges Credit Party hereby irrevocably and agrees that unconditionally waives (ai) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other security Credit Document or Collateral interestsany other agreement or instrument relating hereto or thereto except to the extent otherwise provided herein, (iii) all other notices, demands and protests, and without all other formalities of every kind, in connection with the necessity at 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 time Credit Party of having to take recourse against the Borrowers any of its obligations hereunder or against under the other Credit Documents, (iv) any Collateral securing requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Credit Party Obligations or otherwise, (b) it will not assert exhaust any right to require the or take any action first be taken against the Borrowers Borrower, any other Credit Party, Guarantor or any other Person (including or against any other Guarantor) or pursuit of any other remedy or enforcement any other rightcollateral for the Obligations, (cv) it will not assert any defenses right or claim of right to cause a marshalling of Borrower’s assets and (ivi) with respect to any change in the corporate existence all rights of subrogation or structure contribution, whether arising by contract or operation of any Borrower, (ii) with respect to any Law law or otherwise by reason of any jurisdiction payment by Borrower pursuant hereto or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related pursuant to any other circumstance that might constitute a defense of any Borrower or any GuarantorCredit 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 (W) INJUNCTIVE RELIEF, (dX) it will not assert any claims or set-off rights that such Guarantor may haveA TRIAL BY JURY, (eY) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunderINTERPOSE ANY COUNTERCLAIM THEREIN, under the other 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 theretoOTHER THAN A COMPULSORY COUNTERCLAIM, or from exercising any other rights or remedies available in respect thereofAND/OR (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the CollateralACTION OR PROCEEDING. 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 exercise of rights of contribution pursuant to Section 9.6NOTHING 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. Each Guarantor acknowledges and agrees that waives (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Borrower or Collateral interestsany other guarantor, and without or the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against any Secured Party) of the Borrowers hereunder liability of the Borrower or against any Collateral securing the Credit Party Obligations or otherwise, other Loan Party; (b) it will not assert 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; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to require the action first be taken proceed against the Borrowers Borrower or any other Person (including Loan Party, proceed against or exhaust any other Guarantor) security for the Secured Obligations, or pursuit of pursue any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure power of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, Secured Party whatsoever; (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents any benefit of and agreements relating any right to the Credit Party Obligations or from foreclosing on participate in any security now or Collateral interests relating hereto or thereto, or from exercising hereafter held by any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances Secured Party; and (f) it will not seekto the fullest extent permitted by law, any and hereby waives any right, to have all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the Collateral liability of or any part thereof marshaled upon any foreclosure exonerating guarantors or other disposition of the Collateralsureties. Each Guarantor agrees 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 Guarantor shall have no right of recourse as a nonjudicial foreclosure with respect to security for the Credit Party Obligationsa guaranteed obligation, except through the exercise of has destroyed such Agent’s or Lxxxxx’s rights of subrogation pursuant and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 9.2 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and through 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 exercise California Civil Code or any similar law of rights of contribution pursuant to Section 9.6California.

Certain Waivers. Each The Guarantor acknowledges and agrees that waives to the fullest extent permitted by law (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Borrower or Collateral interestsany other guarantor, and without or the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against the Borrowers hereunder or against any Collateral securing Lender Parties) of the Credit Party Obligations or otherwise, liability of the Borrower; (b) it will not assert any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the action first be taken Lender Parties to proceed against the Borrowers Borrower, proceed against or exhaust any other Person (including any other Guarantor) security for the Guaranteed Obligations, or pursuit of pursue any other remedy in the Lender Parties’ power whatsoever and any defense based upon the doctrines of marshalling of assets or enforcement of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender Parties; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other rightdefenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (c) it will not assert 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 defenses (i) 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 change in instrument or agreement evidencing any Guaranteed Obligations, or by the corporate existence existence, validity, enforceability, perfection, non-perfection or structure extent of any Borrowercollateral therefor, (ii) with respect or by any fact or circumstance relating to any Law of any jurisdiction or any event affecting any term of the Guaranteed Obligations which might otherwise constitute a defense to the obligations of each the Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 obligationsGuaranty, and the exercise of Guarantor hereby irrevocably waives any such rights and completion of defenses it may now have or hereafter acquire in any such foreclosure proceedings shall not constitute a discharge way relating to any or all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6foregoing.

Certain Waivers. Each Guarantor 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 collateral interests, and without the necessity at any time of having to take recourse against the Borrowers Borrower hereunder or against any Collateral collateral securing the Credit Party Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers Borrower or any other Person (including any other Guarantorco-guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any the Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section Article XI or (iii) as a result or related to any other circumstance that might constitute a defense of any the Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, have and (e) nothing contained herein shall prevent or limit action being taken against the Borrowers Borrower hereunder, under the other Credit Loan Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers Borrower nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ ' obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ ' obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateralcircumstances. 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 11.02 and through the exercise of rights of contribution pursuant to Section 9.611.06.

Certain Waivers. Each Guarantor acknowledges and ACAS agrees that the obligations of ACAS hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the guaranty given hereby failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent; (b) any change in the time, place or manner of payment of any of the Obligations; (c) any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (d) any change in the corporate existence, structure or ownership of Parent; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or, (f) any defenses or benefits that may be enforced without derived from or afforded by law which limit the necessity liability of resorting or exonerate ACAS or sureties (other than pursuant to or otherwise exhausting remedies the Cap), in respect each case which may conflict with the terms of this Commitment Agreement; (g) the adequacy of any other security means the Company may have of obtaining repayment of any of the Obligations; or Collateral interests, and without (h) the necessity existence of any claim or set-off which ACAS or any of its affiliates may have at any time of having to take recourse against Parent, Merger Sub or the Borrowers hereunder or against any Collateral securing Company in connection with the Credit Party Obligations or otherwise. To the fullest extent permitted by law, ACAS hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. ACAS waives promptness, diligence, notice of the acceptance of this Commitment Agreement and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (b) it will not assert except for notices to be provided to Parent and its counsel in accordance with the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the action first be taken against the Borrowers marshalling of assets of Parent or any other Person person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (including other than fraud or willful misconduct by the Company or any of its subsidiaries, defenses to the payment of the Obligations that are available to Parent under the Merger Agreement or breach by the Company of this Commitment Agreement). ACAS acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Commitment Agreement are knowingly made in contemplation of such benefits. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective affiliates not to institute, any proceeding or bring any other Guarantorclaim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any ACAS or Parent Affiliate (as defined below) except for claims against ACAS under this Commitment Agreement, and ACAS hereby covenants and agrees that it shall not institute, and shall cause its respective affiliates not to institute, any proceeding asserting that this Commitment Agreement is illegal, invalid or pursuit unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). ACAS hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent that arise from the existence, payment, performance, or enforcement of ACAS’s Obligations under or in respect of this Commitment Agreement or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent or such other person, whether or not such claim, remedy or enforcement any right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, directly or indirectly, in cash or other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence property or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or by set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 in any other rights manner, payment or remedies available in respect thereofsecurity on account of such claim, if neither the Borrowers nor the Guarantors shall timely perform their obligationsremedy or right, unless and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge until all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations and all other amounts payable under this Commitment Agreement shall have been paid in full and the commitments relating thereto in cash. If any amount shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, paid to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition ACAS in violation of the Collateral. Each Guarantor agrees that immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and all other amounts payable under this Commitment Agreement, such Guarantor amount shall have no right of recourse to security be received and held in trust for the Credit Party Obligationsbenefit of the Company, except through shall be segregated from other property and funds of ACAS and shall forthwith be paid or delivered to the exercise Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Commitment Agreement, in accordance with the terms of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6Merger Agreement.

Certain Waivers. Each Guarantor acknowledges If as of the date of this Agreement any Party (the “Waiving Party”) has knowledge of one or more breaches of or inaccuracies in any representations, warranties or covenants of the other Party contained in this Agreement, the [ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Waiving Party shall be deemed to have waived each such breach or inaccuracy and agrees that the Waiving Party and its successors, assigns and Affiliates shall not be entitled to terminate this Agreement pursuant to Article IX, be indemnified pursuant to Article IX, to xxx for damages or to assert any other right or remedy for any Losses arising from any matters relating to such inaccuracy or breach, notwithstanding anything to the contrary contained in this Agreement or in any certificate delivered pursuant to this Agreement. Similarly, if any Party (also a “Waiving Party”) has knowledge of one or more breaches of or inaccuracies in any representations, warranties or covenants of the other Party contained in this Agreement as of the Closing which, individually or in the aggregate, (a) would cause the guaranty given hereby may be enforced without failure of the necessity of resorting to closing condition in Section 8.02(a) or otherwise exhausting remedies in respect of any other security 8.02(b) or Collateral interests, and without the necessity at any time of having to take recourse against the Borrowers hereunder Section 8.03(a) or against any Collateral securing the Credit Party Obligations 8.03(b) or otherwise, (b) it will were not assert any right identified to require the action first be taken against other Party promptly upon the Borrowers or any other Person Waiving Party’s gaining knowledge thereof (including any other Guarantor) or pursuit but in no event later than the earlier of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect (A) on or prior to any change in the corporate existence third monthly anniversary of the date hereof, ten (10) Business Days thereafter or structure (B) following the third monthly anniversary of any Borrowerthe date hereof, five (5) Business Days thereafter or (ii) with respect the Closing), the Waiving Party shall be deemed to any Law of any jurisdiction have waived each such breach or any event affecting any term of inaccuracy and the obligations of each Guarantor under this Section Waiving Party and its successors, assigns and Affiliates shall not be entitled to be indemnified pursuant to Article X, to xxx for damages or (iii) as a result or related to assert any other circumstance that might constitute a defense of right or remedy for any Borrower or Losses arising from any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements matters relating to such inaccuracy or breach, notwithstanding anything to the Credit Party Obligations contrary contained in this Agreement or from foreclosing on in any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation certificate delivered pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6this Agreement.

Certain Waivers. Subject to the other provisions contained in this paragraph, the Guarantor expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against the Borrower, any Guarantor or any other person directly or contingently liable for the Obligations or the Guarantied Obligations, or against or with respect to the Borrower’s property, arising from the existence or performance of this Guaranty. Each Guarantor acknowledges of the waivers set forth in the preceding sentence shall cease to be effective only at the end of the period which begins 1 day after the date on which the Borrower has repaid in full to each of the Guaranteed Parties all of the Guarantied Obligations and agrees that ends one year later and then, only if during such period, the Borrower or any successor thereto has not become subject to any Insolvency Proceeding. If the provisions set forth in the preceding sentences of this paragraph: (a) would, in the guaranty given hereby Guaranteed Parties’ determination, adversely affect any defense available to the Guarantor or the Guaranteed Parties to any claim that any payment made by the Borrower or any other Guarantor to the Guaranteed Parties with respect to the Obligations or Guarantied Obligations may be enforced without the necessity of resorting to a voidable preference 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) shall be determined by a court of competent jurisdiction (i) to be unenforceable or (ii) to void this Guaranty in its entirety, or the provisions of the preceding sentences in this paragraph, under any fraudulent transfer or similar law, then in any such event, and with respect to clause (a) hereof only after written notice by the Agent to the Guarantor, the waivers set forth in the preceding sentences of this paragraph shall have no force and effect and the Guarantor agrees that it will not assert exercise any right to require the action first be taken against the Borrowers rights which it might acquire by way of subrogation or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term otherwise until all of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Guarantied Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full full. If any amount shall be paid to the Guarantor in violation of this paragraph, such amount shall be held in trust for the Guaranteed Parties’ benefit and shall forthwith be paid to the commitments relating Agent for the benefit of the Guaranteed Parties to be credited and applied to the Obligations whether matured or unmatured in accordance with the Credit Documents. The Borrower and any successor thereto and any trustee in bankruptcy of the Borrower or such successor shall be a third-party beneficiary of and have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seekright to enforce, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of benefit of, the Collateral. 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 exercise of rights of contribution pursuant to Section 9.6waivers contained in this paragraph.

Certain Waivers. Each Guarantor acknowledges and agrees that (a) To the guaranty given fullest extent permitted by Laws, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law that would otherwise require any election of remedies by the Company or the JCP Entities. The Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any of the Guaranteed Obligations and all other notices of any kind (other than notices expressly required to be provided to (x) Parent or Merger Sub pursuant to Section 8.07 of the Merger Agreement or (y) Parent pursuant to Section 4(f) of the Exchange and Termination Agreement), all defenses which may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect available by virtue of any valuation, stay, moratorium law or other security similar law now or Collateral interestshereafter in effect, 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 assert any right to require the action first be taken against the Borrowers marshalling of assets of Parent or Merger Sub or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change interested in the corporate existence transactions contemplated by the Merger Agreement or structure of any Borrowerthe Exchange and Termination Agreement, and all suretyship defenses generally (ii) with respect other than defenses to any Law of any jurisdiction or any event affecting any term the payment of the obligations of each Guarantor under this Section Guaranteed Obligations that are available to Parent or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, Merger Sub under the other Credit Documents Merger Agreement, the Exchange and Termination Agreement or a breach by the Company 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 JCP Entities of the Guarantors’ obligations Guarantee). The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights which it may acquire by way of subrogation under the Merger Agreement or the Exchange and Termination Agreement, by any payment made hereunder unless as a result thereofor otherwise, until all of the Credit Party Guaranteed Obligations outstanding on the date such subrogation is sought shall have been paid and/or performed in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6full.

Certain Waivers. Each Guarantor 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 collateral interests, and without the necessity at any time of having to take recourse against the Borrowers hereunder or against any Collateral collateral securing the Credit Party Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantorco-guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section Article IV or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, have and (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateralcircumstances. 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 4.02 and through the exercise of rights of contribution pursuant to Section 9.64.06.

Certain Waivers. Each Subsidiary Guarantor acknowledges and agrees that hereby expressly waives: (a) notice of the guaranty given hereby may be enforced without acceptance by the necessity of resorting to Administrative Agent or otherwise exhausting remedies in respect of any other security or Collateral interests, and without the necessity at any time Lender Party of having to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwisethis Guaranty, (b) it will not assert any right to require notice of the action first be taken against the Borrowers existence or any other Person (including any other Guarantor) creation or pursuit non-payment of any other remedy or enforcement any other rightof the Liabilities, (c) it will presentment, demand, notice of dishonor, protest, and all other notices whatsoever, (d) all diligence in collection or protection of or realization upon any Liabilities or any security for or guaranty of any Liabilities and (e) any right (except as shall be required by applicable statute and cannot assert be waived) to require any defenses Lender Party to (i) with respect to proceed against the Company, any change in the corporate existence other Subsidiary Guarantor or structure of any Borrowerother party, (ii) with respect to proceed against or exhaust any Law of security held from the Company, any jurisdiction other Subsidiary Guarantor or any event affecting any term of the obligations of each Guarantor under this Section other party or (iii) as a result or related to pursue any other circumstance that might constitute a remedy in any Lender Party’s power whatsoever. Each Subsidiary Guarantor waives any defense based on or arising out of any defense of the Company, any Borrower other Subsidiary Guarantor or any Guarantorother party, (d) it will not assert other than payment in full of the Liabilities, based on or arising out of the disability of the Company, any claims other Subsidiary Guarantor or set-off rights that such Guarantor may haveany other party, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations validity, legality 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 unenforceability of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral Liabilities or any part thereof marshaled upon from any foreclosure cause, or other disposition the cessation from any cause of the Collateralliability of the Company other than payment in full of the Liabilities. Each Subsidiary Guarantor agrees that the Lender Parties may, at their election, foreclose on any security held by the Administrative Agent or any other Lender Party by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Lender Parties may have against the Company or any other party, or any security, without affecting or impairing in any way the liability of any of the undersigned hereunder except to the extent the Liabilities have been paid. Each Subsidiary Guarantor shall have no waives any defense arising out of any such election by the Lender Parties, even though such election operates to impair or extinguish any right of recourse to security for reimbursement or subrogation or other right or remedy of such undersigned against the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6Company or any other party or any security.

Certain Waivers. Each Guarantor acknowledges and agrees that The Guarantors waive: (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 assert any right to require the action first be taken Seller to proceed against the Borrowers Buyer or any other Person (including obligor, to proceed against or exhaust any other Guarantor) collateral or pursuit of to pursue any other remedy in the Seller's power whatsoever and the right to have the property of the Buyer or enforcement any other right, obligor first applied to the 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) it will not the benefit of any statute of limitations affecting the Guaranteed Obligations or the Guarantors' liability hereunder; (d) any requirement of marshalling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Seller, 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 Buyer; (e) any right to assert against the Seller any defenses defense (legal or equitable), set-off, counterclaim and other right that the Guarantors may now or at any time hereafter have against the Buyer 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, including (i) notice of the existence, creation or incurrence of new or additional Guaranteed Obligations, (ii) notice of any action taken or omitted by the Seller in reliance hereon, (iii) notice of any default by any obligor, (iv) notice that any portion of the Guaranteed Obligations is due, (iv) notice of any action against any obligor, or any enforcement of other action with respect to any change in collateral, or the corporate existence or structure assertion of any Borrowerright of the Seller hereunder; (g) any rights, (ii) with respect to any Law defenses and other benefits the Guarantors may have by reason of any jurisdiction or any event affecting any term failure of the obligations Seller to hold a commercially reasonable public or private foreclosure sale or otherwise to comply with applicable law in connection with a disposition of each Guarantor under this Section or collateral; and (iiih) as a result or related all defenses that at any time may be available to any other circumstance that might constitute a defense the Guarantors by virtue of any Borrower valuation, stay, moratorium or any Guarantorother law now or hereafter in effect and ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO THE GUARANTOR BY REASON OF APPLICABLE LAW. For the avoidance of doubt, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent obligate the Guarantors to make any payment which is illegal for the Guarantors to have made under any law, regulation or limit action being taken against order now or hereafter in effect in any jurisdiction applicable to the Borrowers hereunderGuarantors. Notwithstanding anything herein to the contrary, nothing herein shall restrict the Guarantors' right to contest whether the termination fee is due under the other 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 terms of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6SPA.

Certain Waivers. Each Guarantor acknowledges and agrees that (a) Pledgor hereby waives and relinquishes, to the guaranty given hereby may be enforced without the necessity of resorting maximum extent permitted by applicable law, all rights and remedies accorded to pledgors, sureties or otherwise exhausting remedies in respect guarantors and agrees not to assert or take advantage of any other security such rights or Collateral interestsremedies, 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, including: (bi) it will not assert any right to require the action first be taken Lender to proceed against any Person or to proceed against or exhaust any security held by the Borrowers Lender at any time or to pursue any other remedy in the Lender's powers before proceeding against Pledgor; (ii) any defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of Pledgor or any other Person or the failure of the Lender to file or enforce a claim against the estate (including in administration, bankruptcy or any other Guarantorproceeding) of Pledgor or pursuit any other Person; (iii) any right to enforce any remedy that the Lender may have against any Person and any right to participate in any security held by the Lender until the Obligations have been paid in full; (iv) any right to require the 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; (v) any right to assert the bankruptcy or insolvency of any Person as a defense hereunder or as the basis for rescission hereof and 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 remedy 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 enforcement any other rightPerson 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; (cx) it will not assert any defenses requirement on the part of the Lender to mitigate the damages resulting from any default; (ixi) with respect any defense based upon an election of remedies by the Lender, including an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against another Person for reimbursement, or both; (xii) any 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 corporate existence time, manner or structure place of any Borrowerpayment under, (ii) with respect to or in any Law of any jurisdiction other term of, the Loan Documents or any event affecting other amendment, renewal, extension, acceleration, compromise or waiver of or any term consent or departure from the terms of the obligations Loan Documents; and (xiv) any defense based upon any borrowing or grant of each Guarantor a security interest under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 364 of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6Bankruptcy Code.

Certain Waivers. Each Guarantor acknowledges 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 that not to assert or take advantage of any such rights or remedies, including: (a) any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the guaranty given hereby may be enforced without real property is sold under a power of sale contained in the necessity mortgage or deed of resorting to or otherwise exhausting remedies in respect trust, and all defenses based on any loss whether as a result 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 such sale or otherwise, ; (b) it will not assert any right to require Administrative Agent or the action first be taken other Secured Parties to proceed against the Borrowers Company or any other Person (including or to proceed against or exhaust any security held by Administrative Agent or the other Guarantor) Secured Parties at any time or pursuit of to pursue any other remedy in Administrative Agent's or enforcement any other right, Secured Party's power before proceeding against Pledgor; (c) it will not any defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of Pledgor, Company or any other Person or the failure of Administrative Agent or any other Secured Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of Pledgor, Company or any other Person; (d) any right to enforce any remedy that Administrative Agent or the other Secured Parties may have against Company or any other Person and any right to participate in any security held by Administrative Agent until the Obligations have been paid and the covenants of the Credit Documents have been performed in full; (e) any right to require Administrative 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 Company or any defenses other Person as a defense hereunder or as the basis for rescission hereof and any defense arising because of Administrative Agent's or any other Secured Party'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 on the repudiation of the Credit Documents by Company or any other Person, the failure by Administrative Agent or the Secured Parties to enforce any claim against Pledgor, Company or any other Person or the unenforceability in whole or in part of any Credit Documents; (i) with respect all suretyship and guarantor's defenses generally; (j) 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 Administrative Agent of, this Agreement; (k) any requirement on the part of Administrative Agent or the holder of any Notes to mitigate the damages resulting from any default; (l) any defense based upon an election of remedies by Administrative Agent or the other Secured Parties, including an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against Company 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 Company or any of its Affiliates or the failure by 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 Credit Documents, (o) any defense, setoff or counterclaim which may at any time be available to or asserted by Company or any of its Affiliates against Administrative Agent, the other Secured Parties or any other Person under the Credit Documents; (p) any duty on the part of Administrative Agent or any other Secured Party to disclose to Pledgor any facts Administrative Agent or any other Secured Party may now or hereafter know about Company or any of its Affiliates, regardless of whether Administrative Agent or any other Secured Party 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 corporate existence time, manner or structure place of any Borrowerpayment under, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to in any other circumstance that might constitute a defense of any Borrower or any Guarantorterm of, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the other documents and agreements relating to terms of the Credit Party Obligations Documents; and (r) any defense based upon any borrowing or from foreclosing on any grant of a 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 interest under Section 364 of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6Federal Bankruptcy Code.

Certain Waivers. Each The Guarantor acknowledges and agrees that waives to the fullest extent permitted by law (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Borrower or Collateral interestsany other guarantor, or the cessation from any cause whatsoever (including 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 without indefeasibly paid in full in cash); (c) the necessity at benefit of any time statute of having to take recourse against limitations affecting the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwise, Guarantor’s liability hereunder; (bd) it will not assert any right to require the action first be taken against the Borrowers Administrative Agent or any other Person (including Secured Party to proceed against the Borrower, proceed against or exhaust any other Guarantor) security for the Guaranteed Obligations, or pursuit of pursue any other remedy in the Administrative Agent’s or enforcement such other Secured Party’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other rightSecured Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty (other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash) and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (c) it will not assert 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 defenses (i) 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 change in instrument or agreement evidencing any Guaranteed Obligations, or by the corporate existence existence, validity, enforceability, perfection, non-perfection or structure extent of any Borrowercollateral therefor, (ii) with respect or by any fact or circumstance relating to any Law of any jurisdiction or any event affecting any term of the Guaranteed Obligations which might otherwise constitute a defense to the obligations of each the Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or 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 obligationsGuaranty, and the exercise of Guarantor hereby irrevocably waives any such rights and completion of defenses it may now have or hereafter acquire in any such foreclosure proceedings shall not constitute a discharge way relating to any or all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6foregoing.

Certain Waivers. Each Guarantor acknowledges and agrees that waives to the fullest extent permitted by law (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect any defense arising by reason of any disability or other security defense of the Borrower or Collateral interestsany other guarantor, and without or the necessity at cessation from any time cause whatsoever (including any act or omission of having to take recourse against any Secured Party) of the Borrowers hereunder or against any Collateral securing liability of the Credit Party Obligations or otherwise, Borrower; (b) it will not assert any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the action first be taken any Secured Party to proceed against the Borrowers Borrower, proceed against or exhaust any other Person (including any other Guarantor) security for the Guaranteed Obligations, or pursuit of pursue any other remedy in any Secured Party’s power whatsoever and any defense based upon the doctrines of marshalling of assets or enforcement of election of remedies; (e) any other right, benefit of and any right to participate in any security now or hereafter held by any Secured Party; (cf) it will not assert any defenses (i) with respect defense relating to any change in the corporate existence or structure failure of any Borrower, 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; (iig) with respect to any Law amendment or waiver of the term of any Guaranteed Obligation; (h) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; (i) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of each such Guarantor under this Section Guaranty and (j) any and all other defenses or (iii) as a result benefits that may be derived from or related 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 performance, notices of nonpayment or 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 other 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 that relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Borrower Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements way relating to the Credit Party Obligations any 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 all of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and through the exercise of rights of contribution pursuant to Section 9.6foregoing.

Certain Waivers. Each Guarantor of Purchaser and Seller, for itself and on behalf of its Affiliates and their respective officers, directors, employees, partners, members, managers, agents, attorneys, representatives, successors and permitted assigns, intends to and acknowledges and agrees that that, from and after the Closing, to the fullest extent permitted under applicable Law, including by contractually shortening the applicable statute of limitations, any and all rights, claims and causes of action it may have against such other Party, its respective Affiliates and its and their respective officers, directors, employees, partners, members, managers, agents, attorneys, representatives, successors and permitted assigns relating to the operation of the Company Group or the Business prior to the Closing, whether arising under, or based upon, any Law (a) the guaranty given hereby may be enforced without the necessity of resorting including any right, whether arising at law or in equity, to or otherwise exhausting remedies in respect of any other security or Collateral interestsseek indemnification, 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 otherwisecontribution, (b) it will not assert any right to require the action first be taken against the Borrowers cost recovery, damages or any other Person (recourse or remedy, including as may arise under common law or CERCLA or any other GuarantorEnvironmental Law) are hereby irrevocably waived; provided that nothing contained herein shall release, waive or pursuit otherwise affect the rights or obligations of any other remedy or enforcement any other right, (c) it will not assert any defenses Person (i) with respect to under any change in Other Transaction Documents or the corporate existence or structure of any BorrowerConfidentiality Agreement, (ii) with respect to any Law of provision herein that survives the Closing (including any jurisdiction or any event affecting any term of the obligations of each Guarantor rights to indemnification under this Section Article XI) or (iii) as a result for claims of or related causes of action arising from Fraud. Purchaser and Seller acknowledge and agree that the agreements contained in this Section 11.07 and the representations and warranties contained in Section 4.09 are an integral part of the Transactions and the inducement of the Parties to any other circumstance that might constitute a defense of any Borrower or any Guarantorconsummate the Transactions. Notwithstanding the foregoing, (d) it will not assert any claims or set-off rights that such Guarantor may have, (e) nothing contained herein in this Section 11.07 shall prevent or limit action being taken against in any way impair (A) the Borrowers hereunder, under the other Credit Documents or the other documents rights and agreements relating obligations of Purchaser and Seller to resolve disputes with respect 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, Statement and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge calculation of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Collateral. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Credit Party Obligations, except through the exercise of rights of subrogation Final Purchase Price pursuant to Section 9.2 1.04 or (B) the rights and through obligations of Purchaser and the exercise of rights of contribution pursuant to Section 9.6.R&W Insurer under the R&W Insurance Policy. ARTICLE XII MISCELLANEOUS SECTION 12.01

Certain Waivers. Each Guarantor acknowledges Borrower hereby irrevocably and agrees that unconditionally waives to the extent permitted by law (ai) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other security Loan Document or Collateral interestsany other agreement or instrument relating hereto or thereto except to the extent otherwise provided herein or such other Loan Documents, (iii) except to the extent otherwise provided herein or in the other Loan Documents, all other notices, demands and protests, and without all other formalities of every kind in connection with the necessity at 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 time of having to take recourse against the Borrowers its obligations hereunder or against any Collateral securing under the Credit Party Obligations or otherwiseother Loan Documents, (biv) it will not assert any requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Loan or exhaust any right to require the or take any action first be taken against the Borrowers Borrower, Guarantor or any other Person (including or against any other Guarantor) or pursuit of any other remedy or enforcement any other rightcollateral for the Loan, (cv) it will not assert any defenses right or claim of right to cause a marshalling of Borrower’s assets and (ivi) with respect to any change in the corporate existence all rights of subrogation or structure contribution, whether arising by contract or operation of any Borrower, (ii) with respect to any Law law or otherwise by reason of any jurisdiction payment by Borrower pursuant hereto or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any GuarantorLoan Document. TO THE EXTENT PERMITTED BY LAW, 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 (W) INJUNCTIVE RELIEF, (dX) it will not assert any claims or set-off rights that such Guarantor may haveA TRIAL BY JURY, (eY) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunderINTERPOSE ANY COUNTERCLAIM THEREIN, under the other 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 theretoOTHER THAN A COMPULSORY COUNTERCLAIM, or from exercising any other rights or remedies available in respect thereofAND (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the Collateral or any part thereof marshaled upon any foreclosure or other disposition of the CollateralACTION OR PROCEEDING. 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 exercise of rights of contribution pursuant to Section 9.6.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. 36 C056442/0303008/1557238.9 EXHIBIT 10.1