Common use of Certain Waivers Clause in Contracts

Certain Waivers. (a) Except as expressly provided for herein, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any security.

Certain Waivers. (a) Except as expressly provided for hereinThe Guarantor agrees that, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect subject to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable lawSection 1.03(d)(i), the obligations of each Credit Guaranteed Party shall not be affected by (i) the failure of may at any Lender Party time and from time to assert any claim time, without notice to or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any further consent of the terms or provisions ofGuarantor, this Agreement or any other Loan Document, or (iii) extend the failure to perfect any security interest in, or the release of, any time of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to may also make any defense agreement with Parent, Merger Sub and/or any other Person interested in the Transactions for the extension, renewal, payment, compromise, discharge or setoffrelease thereof, counterclaimin whole or in part, recoupment or termination whatsoever by reason for any modification of the invalidity, illegality terms thereof or unenforceability of any of agreement between the Obligations Guaranteed Party, Parent, Merger Sub and/or any other Person interested in the Transactions without in any way impairing or otherwiseaffecting the Guarantor’s obligations under this Limited Guarantee. Without limiting the generality of the foregoing, The Guarantor agrees that the obligations of each Credit Party the Guarantor hereunder shall not be discharged released or impaired discharged, in whole or in part, or otherwise affected by (i) any failure or delay of the failure of Agent, Documentation Agent or any other Lender Guaranteed Party to assert any claim or demand or to enforce any right or remedy under this Agreementagainst Parent, Merger Sub and/or any other Loan Document Person interested in the Transactions; (ii) any change in the time, place or manner of payment of the Obligations or any rescission, waiver, compromise, consolidation or other agreement, by any waiver amendment or modification of any provision of the terms of the Merger Agreement or any other agreement evidencing, securing or otherwise executed by Parent, Merger Sub and the Guaranteed Party in connection with the Obligations; (iii) any legal or equitable discharge or release (other than as a result of payment in full of the Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of the Guarantor or any Person interested in the Transactions; (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub and/or any other Person interested in the Transactions; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub and/or any other Person interested in the Transactions; (vi) any existence of any thereofclaim, set-off or other right which the Guarantor may have at any time against Parent, Merger Sub, any defaultother Person interested in the Transactions and/or the Guaranteed Party, failure or delay, willful whether in connection with the Obligations or otherwise, in ; or (vii) the performance adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by any other act or omission that may or might in any manner or to any extent vary the risk reason of any Credit Party or that Law which would otherwise operate as a discharge require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Credit Party as a matter Obligations and all other notices of law or equity any kind (other than notices to Parent and/or Merger Sub pursuant to the indefeasible Merger Agreement or notices expressly required to be provided pursuant to this Limited Guarantee), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any other Person interested in the Transactions, and all suretyship defenses generally, including, without limitation, any event, condition or circumstance that might be construed to constitute, an equitable or legal discharge of the Guarantor’s obligations hereunder (other than defenses to the payment in full in cash of all the Obligations after that are available to Parent and/or Merger Sub under the termination Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the CommitmentsTransactions and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. (b) The Guarantor hereby covenants and agrees that it shall not institute, and shall cause its controlled Affiliates and use its reasonable best efforts to cause its other Affiliates, not to institute, any proceeding asserting (i) the Prohibited Defense or (ii) that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to (A) the effects of insolvency, bankruptcy, reorganization or other similar proceedings and (B) general equitable principles (whether considered in a proceeding in equity or at Law). (c) The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause all of its Related Persons (as defined below) not to institute, any proceeding or bring any other claim (whether in tort, contract or otherwise) arising under, or in connection with, the Merger Agreement, the Equity Commitment Letters or the transactions contemplated thereby against the Guarantor or any Non-Recourse Party (as defined below), except for claims (i) against Parent and/or Merger Sub under the Merger Agreement pursuant to the terms thereof (and subject to the limitations therein) and (ii) against the Guarantor and its permitted assignees under this Limited Guarantee pursuant to the terms hereof (and subject to the limitations herein). (d) To Notwithstanding anything to the fullest contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) to the extent permitted by applicable law, each Credit Party waives any defense based on or arising out Parent and/or Merger Sub are relieved of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any causebreach by Parent and/or Merger Sub of the Merger Agreement, (other than by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratium or other similar Laws affecting creditors’ rights generally, or general equity principles (whether considered in a proceeding in equity or at Law)), the cessation from Guarantor shall be similarly relieved of its obligations under this Limited Guarantee, and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee (which in any cause of event shall be subject to the liability of any other Credit Party, other than Maximum Amount) that would be available to Parent and/or Merger Sub under the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of Merger Agreement with respect to the Obligations, make as well as any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing defenses in any way the liability respect of any Credit fraud of the Guaranteed Party hereunder except to or any breach by the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Guaranteed Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair of the terms or to extinguish any right provisions of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securitythis Limited Guarantee.

Certain Waivers. Without limiting the generality of the foregoing subsections (a) Except as expressly provided for herein), each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To (c), it is agreed that, to the fullest extent permitted by applicable lawLaw, the obligations occurrence of each Credit Party any one or more of the following shall not be affected by alter or impair the liability of the Domestic Borrower or any Guarantor hereunder, which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to the failure Domestic Borrower or any Guarantor, the time for any performance of or compliance with any Lender Party to assert any claim of the Obligations shall be extended, or demand such performance or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, compliance shall be waived; (ii) any rescissionof the acts mentioned in any of the provisions of any of the Loan Documents, waiverany Swap Contract between any Loan Party and any Lender or any Affiliate of a Lender, amendment any Cash Management Agreement between any Loan Party and any Lender or modification ofany Affiliate of a Lender, or any release from any of other agreement or instrument referred to in the terms Loan Documents, such Swap Contracts or provisions of, this Agreement such Cash Management Agreements shall be done or any other Loan Document, or omitted; (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise maturity of any of the ObligationsObligations shall be accelerated, and shall not be subject to or any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidityObligations shall be modified, illegality supplemented or unenforceability amended in any respect, or any right under any of the Loan Documents, any Swap Contract between any Loan Party and any Lender or any Affiliate of a Lender, any Cash Management Agreement between any Loan Party and any Lender or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents, such Swap Contracts or such Cash Management Agreements shall be waived or any other guarantee of any of the Obligations or otherwise. Without limiting any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (iv) any Lien granted to, or in favor of, the generality Administrative Agent acting as “collateral agent” in accordance with Section 9.01(b) or any holder of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of Obligations as security for any of the Obligations, Obligations shall fail to attach or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments).be perfected; or (dv) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of the Domestic Borrower or any part thereof from Guarantor) or shall be subordinated to the claims of any cause, or the cessation from Person (including any cause creditor of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, Domestic Borrower or any securityGuarantor).

Certain Waivers. The Guarantor waives to the fullest extent permitted by law any defense under or based on (a) Except as expressly provided for herein, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading benefit of any statute of limitations as affecting the Guarantor’s liability hereunder; (b) any right to require the Lenders to proceed against the Borrower, or any Lenders proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lenders’ power whatsoever; (c) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to any demand the obligations of the Guarantor under any Loan Document. Each Credit Party hereby waives this Guaranty; (d) any and all other defenses and counterclaims it or benefits that may have be derived from or could interpose in any action afforded by Governmental Rules limiting the liability of or procedure brought by Agentexonerating guarantors or sureties, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment defense that the Guaranteed Obligations have been fully performed and paid in full in cash cash; (e) any rescission of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise demand for payment of any of the Guaranteed Obligations or any failure by the Guaranteed Parties to make any such demand on the Guarantor to collect payments from the Guarantor; (f) any renewal, extension, modification, amendment, acceleration, compromise, waiver, indulgence, rescission, discharge, surrender or release, in whole or in part, of the Guaranteed Obligations, and shall not be subject or the liability of any party to any defense of the foregoing or setofffor any part thereof; (g) the validity, counterclaimregularity or enforceability of any of the Guaranteed Obligations or this Guaranty; (h) any change, recoupment whether direct or termination whatsoever indirect, in the Guarantor’s relationship to the Borrower, including any such change by reason of any merger or consolidation or any sale, transfer, issuance, spin-off, distribution or other disposition of any stock, equity interest or other security of Guarantor’s affiliates or subsidiaries, the Guarantor or any other entity; (i) any act or omission of the Guaranteed Parties relating in any way to the Guaranteed Obligations or the Guarantor, including any failure to bring an action against any party liable on the Guaranteed Obligations, or any party liable on any guaranty of the obligations, or to apply any funds of any such party held by the Guaranteed Parties; and (j) any proceeding, voluntary or involuntary, involving bankruptcy, insolvency receivership, reorganization, liquidation or arrangement of the Guarantor, or any other guarantor may have by reason of the invalidityorder, illegality decree or unenforceability decision of any of the Obligations court or otherwiseadministrative body resulting from any such proceeding. Without limiting the generality of Notwithstanding the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by Guarantor reserves the failure of Agent, Documentation Agent or any other Lender Party right to assert any claim defenses that the Borrower may have to payment of the Guaranteed Obligations. The Guarantor expressly waives all presentments, demands for payment or demand performance, notices of nonpayment or to enforce any remedy under this Agreementnonperformance, any protests, notices of protest, notices of dishonor and all other Loan Document notices or any other agreement, by any waiver or modification demands of any provision of any thereof, any default, failure kind or delay, willful or otherwise, in nature whatsoever with respect to the performance of any of the Guaranteed Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, demand delivered pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securitySection 2.

Certain Waivers. (a) Except as expressly provided for herein, each Each Credit Party agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption Law, or any Law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Security Document, hereby waives set-offall benefit or advantage of all such Laws, counterclaimand covenants that it will not hinder, demanddelay or impede under color of any such Law the execution of any power granted to the Collateral Agent in this Agreement or any Security Document but will suffer and permit the execution of every such power as though no such Law were in force. (b) Each Credit Party, presentmentto the extent it may lawfully do so, proteston behalf of itself and all who may claim through or under it, all defenses with respect to including without limitation any and all instruments subsequent creditors, vendees, assignees and lienors, waives and releases all notices and demands rights to demand or to have any marshalling of the Collateral upon any descriptionsale, whether made under any power of sale granted herein or in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Security Document, and consents and agrees that all the pleading of Collateral may at any statute of limitations such sale be offered and sold as a defense to any demand under any Loan Documentan entirety. Each To the fullest extent permitted by Law, each Credit Party hereby waives any and all defenses and counterclaims rights it may at any time have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer to require the Collateral Agent or any other Lender Party Secured Creditor to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in exercise its rights and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party remedies under the provisions of this Agreement, any other Loan Security Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Partyagreement or instrument, at Law or in equity, as between different Persons or against any single Person in any particular order, method or manner. (c) The obligations of each Each Credit Party shall not be subject waives, to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable lawLaw, each Credit Party waives presentment, demand, protest and any defense based on or arising out notice of any defense of kind (except notices expressly required hereunder or under any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment Security Document) in full in cash of all the Obligations connection with this Agreement and the termination of Security Documents and any action taken by the Commitments. Agent, Documentation Collateral Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except respect to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securityCollateral.

Certain Waivers. The Guarantor hereby knowingly, voluntarily and expressly waives: a. presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (aincluding notice of default under the Notes or the Indenture with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Company and of any of the matters referred to in Section 2 hereof and of any rights to consent thereto; b. any right to require the Guaranteed Parties or any of them, as a condition of payment or performance by the Guarantor hereunder, to proceed against, or to exhaust or have resort to any collateral or other security from or any deposit balance or other credit in favor of, the Company, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any collateral or other security for any Guaranteed Obligations or for any guarantee or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) Except may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of the Guarantor against the Company, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such collateral or other security; c. any right or defense based on or arising by reason of any right or defense of the Company or any other Person, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Company or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any Notes or the Indenture or other agreement or instrument delivered pursuant thereto, or the cessation of the liability of the Company for any reason other than the satisfaction of the Termination Requirement; d. any defense based on any Guaranteed Party’s acts or omissions in the administration of the Guaranteed Obligations, any guarantee, security or other liability in respect thereof or any collateral or other security for any of the foregoing, and promptness, diligence, or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such security; e. any right to assert against any Guaranteed Party, as expressly provided for hereina defense, each Credit Party hereby waives counterclaim, crossclaim or set-off, any defense, counterclaim, demandclaim, presentmentright of recoupment or set-off that it may at any time have against any Guaranteed Party in respect of the Guaranteed Obligations (including, protestwithout limitation, all defenses with respect to any and all instruments and all notices and demands failure of any descriptionconsideration, and the pleading of any fraud, fraudulent inducement, statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any limitations, payment, accord and all defenses satisfaction and usury), other than compulsory counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments).; and (d) To the fullest extent permitted by applicable law, each Credit Party waives f. any defense based on or arising out of afforded by any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of applicable law that limits the liability of or exonerates guarantors or sureties or that may in any other Credit Party, other than way conflict with the indefeasible payment in full in cash terms of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securitythis Guarantee.

Certain Waivers. (a) Except as expressly provided for herein, each Credit Party Borrower hereby irrevocably and unconditionally waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwisepromptness and diligence, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise notice of any of the Obligations, and shall not be subject to any defense actions taken by Lender hereunder or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver agreement or modification of any provision of any thereof, any default, failure instrument relating hereto or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder thereto except to the extent that otherwise provided herein, (iii) all other notices, demands and protests, and all other formalities of every kind in connection with the Obligations have been indefeasibly paid enforcement of Borrower's obligations hereunder and under the other Loan Documents, the omission of or delay in full in cash and which, but for the Commitments have been terminated. Each Credit Party waives any defense arising out provisions of this Section, might constitute grounds for relieving Borrower of any such election even though such election operatesof its obligations hereunder or under the other Loan Documents, (iv) any requirement that Lender protect, secure, perfect or insure any lien on any collateral for the Loan or exhaust any right or take any action against Borrower, Guarantor or any other person or entity or against any collateral for the Loan, (v) any right or claim of right to cause a marshalling of Borrower's assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of payment by Borrower pursuant to applicable Law, to impair hereto or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit PartyLoan Document. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, as the case may beIN CONNECTION WITH ANY SUIT, or any securityACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF LENDER WITH RESPECT TO THIS AGREEMENT, THE NOTE OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (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 LENDER WITH RESPECT TO ANY ASSERTED CLAIM.

Certain Waivers. Each Guarantor waives (a) Except as expressly provided for herein, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands defense arising by reason of any descriptiondisability or other defense of the Borrower or any other guarantor, and or the pleading 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 as a defense affecting such Guarantor’s liability hereunder; (d) any right to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer proceed against the Borrower or any other Lender Party to obtain an order of court recognizing Loan Party, proceed against or exhaust any security for the assignment ofObligations, or Lien pursue any other remedy in the power of Agent, for the any Secured Party whatsoever; (e) any benefit the Lender Parties, of and any right to participate in any security now or hereafter held by any Secured Party; and to, any Collateral. (bf) The Obligations are the joint and several obligation of each Credit Party. To to the fullest extent permitted by Law, any and all other defenses or benefits that may be derived from or afforded by applicable lawLaw limiting the liability of or exonerating guarantors or sureties. Notwithstanding the foregoing, the each Guarantor agrees that its obligations under and in respect of each Credit Party this guarantee shall not be affected by by, and shall remain in full force and effect without regard to, and hereby waives all rights, claims or defenses that it might otherwise have (now or in the future) with respect to each of the following (whether or not such Guarantor has knowledge thereof): (i) the failure validity or enforceability of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party; (ii) any renewal, extension or acceleration of, or any increase in the amount of the Obligations, or any amendment, supplement, modification or waiver of, or any consent to departure from, the Loan Documents; (iii) any failure or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or the stay or enjoining, by order of court, by operation of law or otherwise. Without , of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under any Loan Document, at law, in equity or otherwise) with respect to the Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Obligations; (iv) any change, reorganization or termination of the corporate structure or existence of the Borrower or any other Loan Party or any of their Subsidiaries and any corresponding restructuring of the Obligations; (v) any settlement, compromise, release, or discharge of, or acceptance or refusal of any offer of payment or performance with respect to, or any substitution for, the Obligations, or any subordination of the Obligations to any other obligations; (vi) the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or lien, the release of any or all collateral securing, or purporting to secure, the Obligations or any other impairment of such collateral; (vii) any exercise of remedies with respect to any security for the Obligations (including, without limitation, any collateral, including the Collateral, securing or purporting to secure any of the Obligations) at such time and in such order and in such manner as the Administrative Agent and the Secured Parties may decide and whether or not every aspect thereof is commercially reasonable and whether or not such action constitutes an election of remedies and even if such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy that any Guarantor would otherwise have, and without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent foregoing or any other Lender Party provisions hereof, each Guarantor hereby expressly waives any and all benefits which might otherwise be available to assert any claim or demand or to enforce any remedy such Guarantor under this Agreement, applicable Law; and (viii) any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Credit Party Guarantor as an obligor in respect of the Obligations or that would otherwise operate as a which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any Credit Party as Guarantor for the Obligations, or of any such Guarantor under the guarantee contained in this Article X or of any security interest granted by any Guarantor, whether in a matter of law proceeding under any Debtor Relief Law or equity in any other instance (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, make any demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other accommodation with any other Credit Party, notices or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability demands of any Credit Party hereunder except kind or nature whatsoever with respect to the extent that Obligations, and all notices of acceptance of this Guaranty or of the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out existence, creation or incurrence of any such election even though such election operates, pursuant to applicable Law, to impair new or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securityadditional Obligations.

Certain Waivers. (a) Except as expressly provided for hereinEach Guarantor agrees that the Guaranteed Party may at any time and from time to time, each Credit Party hereby waives set-offwithout notice to or further consent of such Guarantor, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands extend the time of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to may also make any defense agreement with the Parent or setoffthe Merger Sub for the extension, counterclaimrenewal, recoupment payment, compromise, discharge or termination whatsoever by reason release thereof, in whole or in part, or for any modification of the invalidity, illegality terms thereof or unenforceability of any of agreement between the Obligations Guaranteed Party, the Parent or otherwisethe Merger Sub without in any way impairing or affecting each Guarantor’s obligations under this Limited Guarantee. Without limiting the generality of the foregoing, Each Guarantor agrees that the obligations of each Credit Party such Guarantor hereunder shall not be discharged released or impaired discharged, in whole or in part, or otherwise affected by (a) the failure of Agent, Documentation Agent or any other Lender the Guaranteed Party to assert any claim or demand or to enforce any right or remedy under this Agreementagainst the Parent, any other Loan Document the Merger Sub, or any other agreementperson interested in the transactions contemplated by the Merger Agreement; (b) change in the time, by place or manner of payment of the Obligations or any waiver rescission, waiver, compromise, consolidation or other amendment or modification of any provision of the terms of the Merger Agreement or any other agreement evidencing, securing or otherwise executed by the Parent, the Merger Sub and the Guaranteed Party in connection with the Obligations; (c) any change in the corporate existence, structure or ownership of the Parent, the Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (d) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent, the Merger Sub or any other person interested in the transactions contemplated by the Merger Agreement; (e) any lack of validity or enforceability of the Merger Agreement or any agreement or instrument relating thereto; (f) the existence of any thereofclaim, set-off or other right which such Guarantor may have at any defaulttime against the Parent, failure the Merger Sub or delaythe Guaranteed Party, willful whether in connection with the Obligations or otherwise, in ; or (g) the performance adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) . To the fullest extent permitted by applicable law, each Credit Party Guarantor hereby expressly waives any defense based on and all rights or defenses arising out by reason of any defense law which would otherwise require any election of any other Credit Party or remedies by the unenforceability Guaranteed Party. Each Guarantor waives promptness, diligence, notice of the Obligations or any part thereof from any cause, or the cessation from any cause acceptance of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations this Limited Guarantee and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Obligations and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of any person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally, including, without limitation, any event, condition or circumstance that might be construed to constitute, an equitable or legal discharge of such Guarantor’s obligations hereunder. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Each Guarantor hereby covenants and agrees that it shall not institute, and shall cause its respective affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to (i) the effects of insolvency, bankruptcy, reorganization or other similar proceedings and (ii) general equitable principles (whether considered in a proceeding in equity or at law). The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause all of its Related Persons (as defined below) not to institute, any proceeding or bring any other accommodation with any other Credit Partyclaim (whether in tort, contract or otherwise) arising under, or exercise in connection with, the Merger Agreement, the Abax Equity Financing or the transactions contemplated thereby against the Guarantors or any other right or remedy available to them Non-Recourse Party (as defined below), except for claims against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except Guarantors under this Limited Guarantee (subject to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securitylimitations contained herein).

Certain Waivers. Without limiting the generality of the foregoing subsections (a) Except as expressly provided for herein), each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To (c), it is agreed that, to the fullest extent permitted by applicable lawLaw, the obligations occurrence of each Credit Party any one or more of the following shall not be affected by alter or impair the liability of the Domestic Borrower or any Guarantor hereunder, which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to the failure Domestic Borrower or any Guarantor, the time for any performance of or compliance with any Lender Party to assert any claim of the Obligations shall be extended, or demand such performance or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, compliance shall be waived; (ii) any rescissionof the acts mentioned in any of the provisions of any of the Loan Documents, waiverany Swap Contract between any Loan Party and any Lender or any Affiliate of a Lender, amendment any Cash Management Agreement between any Loan Party and any Lender or modification ofany Affiliate of a Lender, or any release from any of other agreement or instrument referred to in the terms Loan Documents, such Swap Contracts or provisions of, this Agreement such Cash Management Agreements shall be done or any other Loan Document, or omitted; (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise maturity of any of the ObligationsObligations shall be accelerated, and shall not be subject to or any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidityObligations shall be modified, illegality supplemented or unenforceability amended in any respect, or any right under any of the Loan Documents, any Swap Contract between any Loan Party and any Lender or any Affiliate of a Lender, any Cash Management Agreement between any Loan Party and any Lender or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents, such Swap Contracts or such Cash Management Agreements shall be waived or any other guarantee of any of the Obligations or otherwise. Without limiting any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (iv) any Lien granted to, or in favor of, the generality Administrative Agent acting as “collateral agent” in accordance with Section 9.01(b) or any holder of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of Obligations as security for any of the Obligations, Obligations shall fail to attach or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any security.be perfected; or

Certain Waivers. (a) Except as expressly provided for herein, each Credit Party Borrower hereby irrevocably and unconditionally waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwisepromptness and diligence, (ii) notice of any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held actions taken by or on behalf of Administrative Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment hereunder or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver agreement or modification of any provision of any thereof, any default, failure instrument relating hereto or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder thereto except to the extent that otherwise provided herein, (iii) all other notices, demands and protests, and all other formalities of every kind in connection with the Obligations have been indefeasibly paid enforcement of Borrower’s obligations hereunder and under the other Loan Documents, the omission of or delay in full in cash and which, but for the Commitments have been terminated. Each Credit Party waives any defense arising out provisions of this Section, might constitute grounds for relieving Borrower of any such election even though such election operatesof its obligations hereunder or under the other Loan Documents, (iv) 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 or take any action against Borrower, Guarantor or any other Person or against any collateral for the Loan, (v) any right or claim of right to cause a marshalling of Borrower’s assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of payment by Borrower pursuant to applicable Law, to impair hereto or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit PartyLoan Document. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, as the case may beIN CONNECTION WITH ANY SUIT, or any securityACTION 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. (a) Except as expressly provided for herein, each Credit Party Pledgor hereby waives set-offand relinquishes, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest maximum extent permitted by applicable law, the obligations all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert or take advantage of each Credit Party shall not be affected by any such rights or remedies, including: (i) any right to require the failure of Lender to proceed against any Lender Party to assert any claim or demand Person or to enforce proceed against or exercise exhaust any right security held by the Lender at any time or remedy against to pursue any other Credit Party under remedy in the provisions of this Agreement, any other Loan Document or otherwise, Lender's powers before proceeding against Pledgor; (ii) any rescissiondefense that may arise by reason of the incapacity, waiverlack of power or authority, amendment death, dissolution, merger, termination or modification disability of Pledgor or any other Person or the failure of the Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of Pledgor or any other Person; (iii) any 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 than as a result of payment of such Obligations; (vii) any defense based on the repudiation of the Loan Documents by any Person, the failure by the Lender to enforce any claim against Pledgor or any other Person or the unenforceability in whole or in part of any Loan Document; (viii) all suretyship and guarantor's defenses generally; (ix) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the enforcement by the Lender of, this Agreement; (x) any requirement on the part of the Lender to mitigate the damages resulting from any default; (xi) any defense based upon an election of remedies 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 time, manner or place of any payment under, or in any other term of, the Loan Documents or any release other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from any the terms of the terms Loan Documents; and (xiv) any defense based upon any borrowing or provisions grant of a security interest under Section 364 of the Bankruptcy Code. (b) To the extent permitted by law, Pledgor waives the posting of any bond otherwise required of the Lender in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of the Lender, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other Loan Document, agreement or (iii) document between Pledgor and the failure to perfect any security interest in, or Lender. Pledgor further agrees that upon the release of, any occurrence and during the continuation of the Collateral or other security held by or on behalf an Event of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoingDefault, the obligations of each Credit Party hereunder shall not be discharged Lender may elect to nonjudicially or impaired judicially foreclose against any real or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of personal property security it holds for the Obligations or any part thereof from any cause, thereof; or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or to exercise any other right or remedy available to them against any other Credit PartyPerson, without affecting any security or impairing in any way guarantor, even if the liability effect of that action is to deprive Pledgor of the right to collect reimbursement from any Credit Party hereunder except Person for any sums paid by Pledgor to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securityLender.

Certain Waivers. Without limiting the generality of the foregoing subsections (a) Except as expressly provided for herein), each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To (c), it is agreed that, to the fullest extent permitted by applicable lawLaw, the obligations occurrence of each Credit Party any one or more of the following shall not be affected by alter or impair the liability of the Domestic Borrower or any Guarantor hereunder, which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to the failure Domestic Borrower or any Guarantor, the time for any performance of or compliance with any Lender Party to assert any claim of the Obligations shall be extended, or demand such performance or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, compliance shall be waived; (ii) any rescissionof the acts mentioned in any of the provisions of any of the Loan Documents, waiverany Swap Contract between any Loan Party and any Lender or any Affiliate of a Lender, amendment any Cash Management Agreement between any Loan Party and any Lender or modification ofany Affiliate of a Lender, or any release from any of other agreement or instrument referred to in the terms Loan Documents, such Swap Contracts or provisions of, this Agreement such Cash Management Agreements shall be done or any other Loan Document, or omitted; (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise maturity of any of the ObligationsObligations shall be accelerated, and shall not be subject to or any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidityObligations shall be modified, illegality supplemented or unenforceability amended in any respect, or any right under any of the Loan Documents, any Swap Contract between any Loan Party and any Lender or any Affiliate of a Lender, any Cash Management Agreement between any Loan Party and any Lender or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents, such Swap Contracts or such Cash Management Agreements shall be waived or any other guarantee of any of the Obligations or otherwise. Without limiting any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (iv) any Lien granted to, or in favor of, the generality Administrative Agent acting as “collateral agent” in accordance with Section 7.01(b) or any holder of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of Obligations as security for any of the Obligations, Obligations shall fail to attach or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments).be perfected; or (dv) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of the Domestic Borrower or any part thereof from Guarantor) or shall be subordinated to the claims of any cause, or the cessation from Person (including any cause creditor of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, Domestic Borrower or any securityGuarantor).

Certain Waivers. (a) Except as expressly provided for herein, each Each Credit Party and each Subsidiary thereof hereby waives absolutely and unconditionally waives, in each case with respect to or arising under the Obligations, Collateral or the Loan Documents, (i) all rights of rescission, set-off, counterclaim, demand, presentment, presentment or protest, and all defenses defenses, with respect to any and all instruments obligations, liabilities, agreements, arrangements or instruments, including without limitation, in any action or proceeding brought to obtain a court order recognizing the Lien of Agent in and to any Collateral, (ii) except as expressly provided herein, all notices and demands of any description, and (iii) the pleading of any statute of limitations as a defense limitations, and (iv) any duty, responsibility or obligation of any Lender Party with respect to any demand under of the Collateral, including, without limitation, to give priority or preference to any Loan Document. Each Credit Party hereby waives item of Collateral, marshal assets, take possession or sell any and all defenses and counterclaims it may have Collateral with judicial process, collect any sums due in respect of any Collateral, or could interpose in protect or preserve any action or procedure brought by Agent, Documentation Agent, L/C Issuer Collateral or any other rights thereto or thereunder, and no Lender Party to obtain an order of court recognizing the assignment ofshall have any such duty, responsibility or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateralobligation. (b) The Obligations are the joint and several obligation No course of each Credit Party. To the fullest extent permitted action or dealing, forbearance, event, act or omission, in whole or in part, by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert under or in connection with any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way affect the liability of any Credit Party hereunder except or any Subsidiary thereof, or operate as a waiver of any provision of any Loan Document or preclude any other or further course of action or dealing, forbearance, event, act or omission under or in connection with any provision of any Loan Document. Each waiver or consent under any Loan Document shall be limited solely to the extent that all the Obligations have been indefeasibly paid in full in cash express terms and the Commitments have been terminatedconditions of such waiver or consent. Each Credit Notwithstanding any other provision of any Loan Document, no Lender Party waives any defense arising out violation under any Loan Document by virtue of completing the Closing or funding any Loan. Unless expressly provided otherwise, any matter subject to any Lender Party’s discretion under any Loan Document shall be at such election even though such election operatesLender Party’s sole and absolute discretion. (c) EACH PARTY HEREBY (i) EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR INCIDENTAL TO THE DEALINGS OF THE PARTIES WITH RESPECT TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, pursuant to applicable LawWHETHER NOW EXISTING OR HEREAFTER ARISING, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit PartyAND WHETHER SOUNDING IN CONTRACT, as the case may beTORT OR OTHERWISE, or any securityAND (ii) AGREES AND CONSENTS THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.

Certain Waivers. Each of the Borrowers agrees that its joint and several liability under this Agreement and each of the other Loan Documents shall be absolute, unconditional and irrevocable irrespective of: (a) Except as expressly provided for hereinany lack of validity, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands legality or enforceability of any description, and the pleading Obligations of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer the other Borrower or any other Lender Party to obtain an order of court recognizing the assignment of, Person under this Agreement or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral.other Loan Document; (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party Lender: (i) to assert any claim or demand or to enforce any right or remedy against the other Borrower or any other Person (including any guarantor) under the provisions of this Agreement or any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification guarantor of, or any release from any of the terms Collateral or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release ofWarehouse Collateral securing, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party.Obligations; (c) The obligations any change in the time, manner or place or payment of, or in any other term of, all or any of each Credit Party shall not be subject the Obligations, or any other extension, compromise or renewal of any Obligation with respect to the other Borrower or any other Person; (d) any reduction, limitation, impairment or termination for of any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments)other Borrower or any other Person for any reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and the liability of any each of the Obligations, and Borrowers shall not be subject to (and each of them hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality illegality, non-genuineness, irregularity, compromise, unenforceability of, or unenforceability of any other event or occurrence affecting, any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent other Borrower or any other Lender Party Person; (e) any rescission, waiver, amendment or other modification of, or any consent to assert departure from, any claim of the Obligations of the other Borrower or demand any other Person under the terms of this Agreement or to enforce any remedy under this Agreement, any other Loan Document Document; (f) any exchange, release or non-perfection of any Collateral or Warehouse Collateral, or any release, amendment or waiver of, or consent to departure from, any guaranty or other agreement from the other Borrower or any other agreementPerson, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of securing any of the Obligations; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the other Borrower or any surety or any guarantor. Each of the Borrowers waives any right to require that any resort be made by any other act or omission that may or might in any manner or Lender to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party Collateral or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securityWarehouse Collateral.

Certain Waivers. (a) Except Each of BA and Trustee hereby expressly waives all notice of the acceptance by the other Party and, as applicable, the Lenders and the Noteholders of the standstill, subordination and other provisions of this Agreement and all the notices not specifically required pursuant to the terms of this Agreement or under the UCC in connection with foreclosure on or sale of assets whatsoever, and each of BA and Trustee expressly provided for herein, each Credit consents to reliance by the other Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses and the Lenders and Noteholders upon the subordination and other agreements as herein provided. Trustee acknowledges that none of BA or any Lender has made warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of the BA Documents or the collectibility of the BA Claim. Trustee, BA and each Lender shall be entitled to manage and supervise its financial arrangements with each Loan Party in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances, without affecting the validity or enforceability of this Agreement; and none of BA or any Lender shall have any liability to Trustee or any Noteholder for, and Trustee hereby waives any claim which such Person may now or hereafter have against, BA or any Lender arising out of any and all instruments and all notices and demands actions which BA or any Lender, in good faith, takes or omits to take (including, without limitation, actions with respect to the creation, perfection or continuation of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have liens or could interpose security interests in any action existing or procedure brought by Agentfuture Collateral, Documentation Agentactions with respect to the occurrence of a default or event of default, L/C Issuer actions with respect to the foreclosure upon, sale, release, or any other Lender Party to obtain an order of court recognizing the assignment depreciation of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release ofrealize upon, any of the Collateral and actions with respect to the collection of any claim for all or other security held by or on behalf any part of Agent the Trustee Claim from any account debtor, guarantor or any other Lender Party. (cperson) The obligations of each Credit Party shall not be subject with respect to and in accordance with any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan BA Document or any other agreementagreement related thereto or to the collection of the BA Claim or the valuation, by use, protection or release of the Collateral, so long as any waiver such actions are taken in a manner consistent with the terms of this Agreement, or modification any election of the application of Section 1111(b)(2) of the Bankruptcy Code. BA acknowledges that none of Trustee or any provision Noteholder has made warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of the Trustee Documents or the collectibility of the Trustee Claim. BA agrees that Trustee shall have no liability to BA or any thereofLender for, and BA hereby waives any claim which such Person may now or hereafter have against, any default, failure Trustee or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or Noteholder arising out of any defense and all actions which Trustee, in good faith, takes or omits to take (including, without limitation, actions with respect to the creation, perfection or continuation of liens or security interests in any existing or future Collateral, actions with respect to the occurrence of a default or event of default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any other Credit Party claim for all or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the ObligationsTrustee Claim from any account debtor, make guarantor or any other accommodation person) with any other Credit Partyrespect to and in accordance with the Trustee Documents, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of so long as any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right actions are taken in a manner consistent with the terms of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may bethis Agreement, or any securityelection of the application of Section 111(b)(2) of the Bankruptcy Code. Trustee agrees that it will not take any action to contest the relative rights and duties of any Lender with respect to any Collateral established in any of the BA Documents. Without limiting any other provision of this Agreement, (a) by acceptance of a Note, each Noteholder shall be bound by and deemed to have made and given each of the acknowledgments and waivers of Trustee set forth in this Section 2.16 and Section 3.4 and (b) by acceptance of a note or other instrument evidencing any portion of the BA Claim, each Lender shall be bound by and deemed to have made and given each of the acknowledgments and waivers of BA set forth in this Section 2.16 and Section 3.4.

Certain Waivers. (a) Except as expressly provided for hereinThe Borrower waives presentment to, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect demand of payment from and protest to any and all instruments and all notices and demands Subsidiary of any descriptionof the Additional Guaranteed Obligations, and the pleading also waives notice of any statute acceptance of limitations as a defense to any demand under any Loan Documentits obligations and notice of protest for nonpayment. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party the Borrower hereunder shall not be affected by (ia) the failure of any applicable Lender Party (or any of its Affiliates) to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party Subsidiary under the provisions of this any Guaranteed Cash Management Agreement, any other Loan Document Guaranteed Hedge Agreement or otherwise, ; (iib) any extension or renewal of any of the Additional Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of, or any release from from, any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document Document, any Guaranteed Cash Management Agreement, any Guaranteed Hedge Agreement or any other agreement, by any waiver or modification of any provision of any thereof, ; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Additional Guaranteed Obligations; (e) the failure of any applicable Lender (or any of its Affiliates) to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Additional Guaranteed Obligations, if any; (f) any change in the corporate, partnership or by other existence, structure or ownership of any Subsidiary or any other act or omission that may or might in any manner or to any extent vary the risk guarantor of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). Additional Guaranteed Obligations; (dg) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on enforceability or arising out of any defense of any other Credit Party or the unenforceability validity of the Additional Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability genuineness, enforceability or validity of any other Credit Party, other than agreement relating thereto or with respect to any collateral securing the indefeasible payment in full in cash of all the Additional Guaranteed Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may bethereof, or any security.other invalidity or unenforceability relating to or against any Subsidiary or any other guarantor of any of the Additional Guaranteed Obligations, for any reason related to this Agreement, any other Loan Document, any Guaranteed Cash Management Agreement, any Guaranteed Hedge Agreement, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Subsidiary or any other guarantor of the Additional Guaranteed Obligations, of any of the Additional Guaranteed Obligations or otherwise

Certain Waivers. Mobile Energy waives (a) Except as expressly provided any requirement, and any right to require, that any right or power be exercised or any action be taken against the Company, any other guarantor or any collateral for hereinthe Obligations or any guaranty thereof, each Credit Party hereby waives set-off(b) all defenses to, counterclaimand all setoffs, counterclaims and claims of recoupment against, the Obligations that may at any time be available to the Company or any other guarantor, (c) (i) notice of acceptance of and intention to rely on this Guaranty, (ii) notice of any Loans hereunder and of the incurrence or renewal of any other Obligations, (iii) notice of any 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 rights against Mobile Energy under this Guaranty, including any notice of default, demand, presentmentdishonor, presentment and protest, all defenses with respect (d) diligence, (e) any defense based upon, arising out of or in any way related to (i) any and all instruments and all notices and demands claim that any sale or other disposition of any descriptioncollateral for the Obligations or any guaranty thereof was not conducted in a commercially reasonable fashion or that a public sale, and should the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agentany Lender or the Collateral Agent (as the case may be), L/C Issuer or any other Lender Party have elected to obtain an order of court recognizing the assignment ofso proceed, or Lien of Agent, for the benefit the Lender Partieswas, in and toof itself, any Collateral. (b) The Obligations are the joint and several obligation not a commercially reasonable method of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwisesale, (ii) any rescissionclaim that any election of remedies by the Agent, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, Lender or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, 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 Company or any securityother guarantor or against any collateral, including any right of subrogation, exoneration, reimbursement or contribution or right to obtain a deficiency judgment, (iii) any claim based upon, arising out of or in any way related to any of the matters referred to in Section 8.7 and (iv) any claim that this Guaranty should be strictly construed against the Agent or any Lender and (f) ALL OTHER DEFENSES UNDER APPLICABLE LAW THAT WOULD, BUT FOR THIS CLAUSE (f), BE AVAILABLE TO MOBILE ENERGY AS A DEFENSE AGAINST OR A REDUCTION OR LIMITATION OF ITS OBLIGATIONS HEREUNDER.

Certain Waivers. (a) Except as Each Guarantor hereby knowingly, voluntarily and expressly provided for herein, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by : (i) the failure presentment, demand for payment, demand for performance, protest and notice of any Lender Party other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to assert any claim or demand or Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to enforce or exercise the Borrower and of any right or remedy against of the matters referred to in SECTION 2 and of any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, rights to consent thereto; (ii) any rescissionright to require the Guaranteed Parties or any of them, waiveras a condition of payment or performance by such Guarantor hereunder, amendment or modification ofto proceed against, or to exhaust or have resort to any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by from or on behalf of Agent any deposit balance or other credit in favor of, the Borrower, any other Guarantor or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment Person directly or termination indirectly liable for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Guaranteed Obligations, or by to pursue any other act remedy or omission that may or might in enforce any manner or to other right; and any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on an election of remedies with respect to any Collateral or arising out other security for any Guaranteed Obligations of for any defense of any guaranty or other Credit Party or the unenforceability of the Obligations or any part thereof from any causeliability in respect thereof, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent notwithstanding that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant (including any failure to applicable Law, to pursue or enforce any rights or remedies) may impair or to extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such Collateral or other security; and, without limiting the generality of the foregoing, each Guarantor hereby specifically waives the benefits of Sections 26-7 through 26-9, inclusive, of the General Statutes of North Carolina, as amended from time to time, and any similar statute or law of any other jurisdiction, as the same may be amended from time to time; (iii) any right or defense based on or arising by reason of any right or defense of the Borrower or any other Person, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any Collateral or other security therefor or any Credit Document or other agreement or instrument delivered pursuant thereto, or the cessation of the liability of the Borrower for any reason other than the satisfaction of the Termination Requirements; (iv) any defense based on any Guaranteed Party's acts or omissions in the administration of the Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other security for any of the foregoing, and promptness, diligence or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (v) any right to assert against any other Credit Guaranteed Party, as a defense, counterclaim, crossclaim or set-off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against any Guaranteed Party (including, without limitation, failure of consideration, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims; and (vi) any defense based on or afforded by any applicable law that limits the case liability of or exonerates guarantors or sureties or that may be, or in any securityother way conflict with the terms of this Guaranty.

Certain Waivers. Each Guarantor hereby knowingly, voluntarily and expressly waives: (ai) Except as expressly provided for herein, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protestdemand for payment, all defenses demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrower and all instruments and all notices and demands of any description, of the matters referred to in Section 1(d) and the pleading of any statute of limitations as a defense rights to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral.consent thereto; (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescissionright to require the Guaranteed Parties or any of them, waiveras a condition of payment or performance by such Guarantor hereunder, amendment to proceed against, or modification to exhaust or have resort to any collateral or other security from or any deposit balance or other credit in favor of, or the Borrower, any release from any of the terms or provisions of, this Agreement other Guarantor or any other Loan DocumentPerson directly or indirectly liable for any Guaranteed Obligations, or (iii) the failure to perfect pursue any security interest in, other remedy or the release of, enforce any other right; and any other defense based on an election of the Collateral remedies with respect to any collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (Guaranteed Obligations of for any guaranty or other than the indefeasible payment liability in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any respect thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission notwithstanding that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant (including any failure to applicable Law, to pursue or enforce any rights or remedies) may impair or to extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such collateral or other security; and, without limiting the generality of the foregoing, each Guarantor hereby specifically waives the benefits of Sections 26-7 through 26-9, inclusive, of the General Statutes of North Carolina, as amended from time to time, and any similar statute or law of any other jurisdiction, as the same may be amended from time to time; (iii) any right or defense based on or arising by reason of any right or defense of the Borrower or any other Person, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any collateral or other security therefor or any Credit Document or other agreement or instrument delivered pursuant thereto, or the cessation of the liability of the Borrower for any reason other than the satisfaction of the Termination Requirements; (iv) any defense based on any Guaranteed Party’s acts or omissions in the administration of the Guaranteed Obligations, any guaranty or other liability in respect thereof or any collateral or other security for any of the foregoing, and promptness, diligence or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such collateral or other security; (v) any right to assert against any other Credit Guaranteed Party, as a defense, counterclaim, crossclaim or set-off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against any Guaranteed Party (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims and other than the case payment in full in cash of the Guaranteed Obligations; and (vi) any defense based on or afforded by any applicable law that limits the liability of or exonerates guarantors or sureties or that may be, or in any securityother way conflict with the terms of this Guaranty.

Certain Waivers. Each Guarantor hereby knowingly, voluntarily and expressly waives: (ai) Except as expressly provided for herein, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protestdemand for payment, all defenses demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default or noncompliance under any Investment Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Company and all instruments and all notices and demands of any description, of the matters referred to in Section 2 and the pleading of any statute of limitations as a defense rights to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral.consent thereto; (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescissionright to require the Guaranteed Parties or any of them, waiveras a condition of payment or performance by such Guarantor hereunder, amendment to proceed against, or modification to exhaust or have resort to any collateral or other security, if any, from or any deposit balance or other credit in favor of, or the Company, any release from any of the terms or provisions of, this Agreement other Guarantor or any other Loan Document, Person directly or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination indirectly liable for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Guaranteed Obligations, or by to pursue any other act remedy or omission that may or might in enforce any manner or to other right; and any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on an election of remedies with respect to any collateral or arising out of other security, if any, for any defense of any other Credit Party or the unenforceability of the Guaranteed Obligations or for any part thereof from any causeguaranty or other liability in respect thereof, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent notwithstanding that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant (including any failure to applicable Law, to pursue or enforce any rights or remedies) may impair or to extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of any Guarantor against the Company, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such Credit collateral or other security; (iii) any right or defense based on or arising by reason of any right or defense of the Company or any other Person, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Company or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any collateral or other security therefor, if any, or any Investment Document or other agreement or instrument delivered pursuant thereto, or the cessation of the liability of the Company for any reason other than the satisfaction of the Termination Requirements; (iv) any defense based on any Guaranteed Party’s acts or omissions in the administration of the Guaranteed Obligations, any guaranty or other liability in respect thereof or any collateral or other security for any of the foregoing, and promptness, diligence or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such collateral or other security; (v) any right to assert against any other Credit Guaranteed Party, as a defense, counterclaim, crossclaim or set-off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against any Guaranteed Party (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims and other than the case payment in full in cash of the Guaranteed Obligations; and (vi) any defense based on or afforded by any applicable law that limits the liability of or exonerates guarantors or sureties or that may be, or in any securityother way conflict with the terms of this Guaranty.

Certain Waivers. New ICE Parent hereby knowingly, voluntarily and expressly waives: (a) Except presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Note Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Company and of any of the matters referred to in Section 22.2 and of any rights to consent thereto; (b) any right to require the Guaranteed Parties or any of them, as expressly provided a condition of payment or performance by New ICE Parent hereunder, to proceed against, or to exhaust or have resort to any collateral or other security from or any deposit balance or other credit in favor of, the Company, any other guarantor or any other Person directly or indirectly liable for hereinany Guaranteed Obligations, each Credit or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of New ICE Parent against the Company, any other guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such collateral or other security; (c) any right or defense based on or arising by reason of any right or defense of the Company or any other Person, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Company or any other Person, the invalidity or unenforceability of any Guaranteed Obligations or any Note Document or other agreement or instrument delivered pursuant thereto, or the cessation of the liability of the Company for any reason other than the satisfaction of the Termination Requirements; (d) any defense based on any Guaranteed Party’s acts or omissions in the administration of the Guaranteed Obligations, any guaranty, security or other liability in respect thereof or any collateral or other security for any of the foregoing, and promptness, diligence, or any requirement that any Guaranteed Party hereby waives create, protect, perfect, secure, insure, continue or maintain any Liens in any such security; (e) any right to assert against any Guaranteed Party, as a defense, counterclaim, crossclaim or set-off, any defense, counterclaim, demandclaim, presentmentright of recoupment or set-off that it may at any time have against any Guaranteed Party in respect of the Guaranteed Obligations (including, protestwithout limitation, all defenses with respect to any and all instruments and all notices and demands failure of any descriptionconsideration, and the pleading of any fraud, fraudulent inducement, statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any limitations, payment, accord and all defenses satisfaction and usury), other than compulsory counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments).; and (df) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of afforded by any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of applicable law that limits the liability of or exonerates guarantors or sureties or that may in any other Credit Party, other than way conflict with the indefeasible payment in full in cash terms of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securitythis Parent Guaranty.

Certain Waivers. The Pledgor hereby expressly waives, to the maximum extent permitted by law, (ai) Except as expressly provided for hereinpromptness, each Credit Party hereby waives set-off, counterclaim, demanddiligence, presentment, demand for payment or performance and protest, all defenses (ii) filing of claims with any court, (iii) any proceeding to enforce any provision of the Loan Documents, (iv) notice of acceptance of and reliance on this Agreement by the Collateral Agent or any Secured Party, (v) notice of the creation of any Secured Obligations, and (except with respect to any and all instruments and all notices and demands of notice required by the Loan Documents relating to the Secured Obligations) any descriptionother notice whatsoever, and (vi) any requirement that the pleading of Collateral Agent exhaust any statute of limitations as a defense to right, power or remedy, or proceed or take any demand other action against the Pledgor under any Loan Document. Each Credit Party hereby waives Document to which the Pledgor is a party or any and all defenses and counterclaims it may have Lien on, or could interpose in any action or procedure brought by Agentclaim of payment against, Documentation Agent, L/C Issuer any property of the Pledgor or any other Lender Party agreement or instrument referred to obtain an order of court recognizing the assignment therein, or any other Person under any guarantee of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification ofsecuring, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release claim for payment of, any of the Secured Obligations, (vii) any right to require a proceeding by the Collateral Agent first against the Company, whether to marshal any assets or other security held by to exhaust any right or on behalf of Agent take any action against the Company or any other Lender Party. Person or any collateral or otherwise, or any diligence in collection or protection for realization upon any Secured Obligations, (cviii) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment obligation hereunder or termination any collateral security for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments)foregoing, including (ix) any claim claims of waiver, release, surrender, alteration or compromise of any of the Obligationscompromise, and shall not be subject to any defense (x) all other defenses, set-offs counterclaims, recoupments, reductions, limitations, impairments or setoffterminations, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations whether arising hereunder or otherwise. Without limiting The Pledgor further waives (A) any requirement that any other Person be joined as a party to any proceeding for the generality enforcement by the Collateral Agent of any Secured Obligations and (B) the filing of claims by the Collateral Agent in the event of an Insolvency Proceeding in respect of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party Company or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securityPledgor.

Certain Waivers. Each Guarantor waives (a) Except as expressly provided for herein, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands defense arising by reason of any descriptiondisability or other defense of the Company or any other Guarantor, and or the pleading 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 as a defense affecting such Guarantor’s liability hereunder; (d) any right to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer proceed against the Company or any other Lender Party to obtain an order of court recognizing Note Party, proceed against or exhaust any security for the assignment ofObligations, or Lien pursue any other remedy in the power of Agent, for the any Secured Party whatsoever; (e) any benefit the Lender Parties, of and any right to participate in any security now or hereafter held by any Secured Party; and to, any Collateral. (bf) The Obligations are the joint and several obligation of each Credit Party. To to the fullest extent permitted by Law, any and all other defenses or benefits that may be derived from or afforded by applicable lawLaw limiting the liability of or exonerating guarantors or sureties. Notwithstanding the foregoing, the each Guarantor agrees that its obligations under and in respect of each Credit Party this Guaranty shall not be affected by by, and shall remain in full force and effect without regard to, and hereby waives all rights, claims or defenses that it might otherwise have (now or in the future) with respect to each of the following (whether or not such Guarantor has knowledge thereof): (i) the validity or enforceability of this Agreement or any other 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 amount of the Obligations, or any amendment, supplement, modification or waiver of, or any consent to departure from, the Note Documents; (iii) any failure of any Lender Party or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or to enforce or exercise any right right, power or remedy against (whether arising under any Note Document, at law, in equity or otherwise) with respect to the Obligations or any agreement relating thereto, or with respect to any other Credit Party under guaranty of or security for the provisions payment of this Agreementthe Obligations; (iv) any change, reorganization or termination of the corporate structure or existence of the Company or any other Loan Document Note Party or otherwise, any of their Subsidiaries and any corresponding restructuring of the Obligations; (iiv) any rescissionsettlement, waivercompromise, amendment release, or modification discharge of, or acceptance or refusal of any release from offer of payment or performance with respect to, or any substitution for, the Obligations, or any subordination of the terms Obligations to any other obligations; (vi) the validity, perfection, non‑perfection or provisions oflapse in perfection, this Agreement 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 Loan Document, or impairment of such collateral; (iiivii) the failure any exercise of remedies with respect to perfect any security interest infor the Obligations (including, or the release ofwithout limitation, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments)collateral, including any claim of waiverthe Collateral, release, surrender, alteration securing or compromise of 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 shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent foregoing or any other Lender Party provisions hereof, each Guarantor hereby expressly waives any and all benefits which might otherwise be available to assert any claim or demand or to enforce any remedy such Guarantor under this Agreement, applicable Law; and (viii) any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Credit Party Guarantor as an obligor in respect of the Obligations or that would otherwise operate as a which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company or any Credit Party as 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, whether in a matter of law proceeding under any Debtor Relief Law or equity in any other instance (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, make any demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other accommodation with any other Credit Party, notices or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability demands of any Credit Party hereunder except kind or nature whatsoever with respect to the extent that Obligations, and all notices of acceptance of this Guaranty or of the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out existence, creation or incurrence of any such election even though such election operates, pursuant to applicable Law, to impair new or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securityadditional Obligations.

Certain Waivers. (a) Except as expressly provided for herein, each Credit Party Pledgor hereby waives set-offand relinquishes, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest maximum extent permitted by applicable law, the obligations all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert or take advantage of each Credit Party shall not be affected by any such rights or remedies, including: (i) any right to require the failure of Lender to proceed against any Lender Party to assert any claim or demand Person or to enforce proceed against or exercise exhaust any right security held by the Lender at any time or remedy against to pursue any other Credit Party under remedy in the provisions of this Agreement, any other Loan Document or otherwise, Lender's powers before proceeding against Pledgor; (ii) any rescissiondefense that may arise by reason of the incapacity, waiverlack of power or authority, amendment death, dissolution, merger, termination or modification disability of Pledgor or any other Person or the failure of the Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of Pledgor or any other Person; (iii) any 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 than as a result of payment of such Obligations; (vii) any defense based on the repudiation of the Loan Documents by any Person, the failure by the Lender to enforce any claim against Pledgor or any other Person or the unenforceability in whole or in part of any Loan Document; (viii) all suretyship and guarantor's defenses generally; (ix) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the enforcement by the Lender of, this Agreement; (x) any requirement on the part of the Lender to mitigate the damages resulting from any default; (xi) any defense based upon an election of remedies 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 time, manner or place of any payment under, or in any other term of, the Loan Documents or any release other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from any the terms of the terms Loan Documents; and (xiv) any defense based upon any borrowing or provisions grant of a security interest under Section 364 of the Bankruptcy Code. (b) To the extent permitted by law, Pledgor waives the posting of any bond otherwise required of the Lender in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of the Lender, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other Loan Document, agreement or (iii) document between Pledgor and the failure to perfect any security interest in, or Lender. Pledgor further agrees that upon the release of, any occurrence and during the continuation of the Collateral or other security held by or on behalf an Event of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoingDefault, the obligations of each Credit Party hereunder shall not be discharged Lender may elect to nonjudicially or impaired judicially foreclose against any real or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of personal property security it holds for the Obligations or any part thereof from any causethereof, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or to exercise any other right or remedy available to them against any other Credit PartyPerson, without affecting any security or impairing in any way guarantor, even if the liability effect of that action is to deprive Pledgor of the right to collect reimbursement from any Credit Party hereunder except Person for any sums paid by Pledgor to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securityLender.

Certain Waivers. (a) Except as expressly provided for hereinThe Grantor acknowledges and agrees that its obligations hereunder shall be unconditional, each Credit Party hereby waives set-offirrespective of (i) the validity or enforceability of the Obligations or any part thereof, counterclaimor of any of the Transaction Documents, demand, presentment, protest, all defenses (ii) the waiver or consent by any Person with respect to any and all instruments and all notices and demands provision of any descriptionTransaction Document, and or any amendment, modification or other change with respect to any Transaction Document, (iii) any merger or consolidation of the pleading Company, the Grantor or any other guarantor of or pledgor with regard to all or part of the Obligations into or with any Person or any change in the ownership of the equity of the Company, or any such guarantor of all or part of the Obligations, (iv) any dissolution of any statute pledgor or guarantor or any insolvency, bankruptcy, liquidation, reorganization or similar proceedings with respect to the Company, the Grantor or any other guarantor or pledgor with regard to all or part of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in the Obligations, (v) any action or procedure brought by Agentinaction on the part of any Person, Documentation Agentincluding without limitation the absence of any attempt to collect the Obligations from the Company, L/C Issuer the Grantor or any other Lender Party guarantor of or pledgor with regard to obtain an order all or part of court recognizing the assignment ofObligations or other action to enforce the same or the failure by any Person to take any steps to perfect and maintain its Lien on, or Lien of Agent, for the benefit the Lender Parties, in and to preserve its rights to, any Collateralsecurity or collateral for the Obligations, (vi) any Person’s election, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. Section 101 et seq.), as amended (the “Bankruptcy Code”) of the application of Section 1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a Lien by the Company, the Grantor or any other guarantor of or pledgor with regard to all or part of the Obligations, as debtor-in-possession, under Section 364 of the Bankruptcy Code, (viii) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Buyer’s or the Collateral Agent’s claims for repayment of the Obligations, (ix) the inability to enforce the Obligations of the Company as a result of the automatic stay provisions under Section 362 of the Bankruptcy Code, or (ix) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Company, any Guarantor or any other guarantor of all or part of the Obligations. (b) The Obligations are No payment made by or for the joint and several obligation account or benefit of each Credit Party. To the fullest extent permitted by applicable lawany Person (including, the obligations of each Credit Party shall not be affected by without limitation, (i) a payment made by the failure Company in respect of the Obligations, (ii) a payment made by any other guarantor or pledgor, (iii) a payment made by means of set-off or other application of funds), or (iv) any other action or event shall entitle the Grantor, by subrogation or otherwise, to any payment by the Company or from or out of any Lender Party to assert any claim or demand or to enforce or property of the Company, and no Guarantor shall exercise any right or remedy against the Company or any other Credit Party under property of the provisions of this AgreementCompany including, without limitation, any other Loan Document right of contribution or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever reimbursement by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable lawPerson, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all until the Obligations have been indefeasibly paid in full full. (c) The Grantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in cash the event of any Insolvency Proceeding of the Company, protest or notice with respect to the Obligations and all demands whatsoever, and covenants that this Agreement will not be discharged, except by complete and irrevocable payment and performance of the Obligations. Except as expressly provided herein or in any other Transaction Document, no notice to any Person shall be required for the Collateral Agent to make any demand or take any action hereunder. (d) The Collateral Agent and the Commitments have been terminated. Each Credit Party waives Buyers each is hereby authorized, without notice or demand to any defense arising out Guarantor and without affecting or impairing the liability of the Grantor hereunder, to, from time to time, (i) renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations or otherwise modify, amend or change the terms of any Transaction Document, (ii) accept partial payments on the Obligations, (iii) take and hold collateral for the payment of the Obligations, and exchange, enforce, waive and release any such election even though collateral, (iv) apply such election operatescollateral and direct the order or manner of sale thereof as in their sole discretion they may determine and (v) settle, pursuant release, compromise, collect or otherwise liquidate the Obligations and any collateral therefor in any manner. (e) The Grantor also waives all set-offs and counterclaims and all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Agreement. The Grantor further waives all notices of the existence, creation or incurring of new or additional indebtedness, arising either from additional loans or other financial accommodations extended to applicable Lawthe Company or otherwise, and also waives all notices that the principal amount, or any portion thereof, or any interest under or on any Transaction Document is due, notices of any and all proceedings to collect from the maker, any endorser or any other guarantor of all or any part of the Obligations, or from anyone else, and, to impair the extent permitted by law, notices of exchange, sale, surrender or other handling of any security or collateral to secure payment of the Obligations. (f) At any time and from time to time, without terminating, affecting or impairing the validity of this Agreement or the obligations of the Grantor hereunder, the Buyers and the Collateral Agent may deal with the Company in the same manner and as fully as if this Agreement did not exist and shall be entitled, among other things, to grant the Company, without notice or demand and without affecting the Grantor’s liability hereunder, such extension or extensions of time to perform, renew, compromise, accelerate or otherwise change the time for payment of or otherwise change the terms of indebtedness or any part thereof contained in or arising under the Transaction Documents, or to extinguish waive any right obligation of reimbursement the Company to perform, any act or subrogation acts as the Collateral Agent or other right or remedy of such Credit Party against any other Credit Partythe Buyers, as the case may be, or any securitymay deem advisable.

Certain Waivers. Each of the Borrowers agrees that its joint and several liability under this Agreement and each of the other Loan Documents shall be absolute, unconditional and irrevocable irrespective of: (a) Except as expressly provided for hereinany lack of validity, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands legality or enforceability of any description, and the pleading Obligations of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer the other Borrower or any other Lender Party to obtain an order of court recognizing the assignment of, Person under this Agreement or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral.other Loan Document; (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party Lender: (i) to assert any claim or demand or to enforce any right or remedy against the other Borrower or any other Person (including any guarantor) under the provisions of this Agreement or any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification guarantor of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release ofCollateral securing, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party.Obligations; (c) The obligations any change in the time, manner or place or payment of, or in any other term of, all or any of each Credit Party shall not be subject the Obligations, or any other extension, compromise or renewal of any Obligation with respect to the other Borrower or any other Person; (d) any reduction, limitation, impairment or termination for of any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments)other Borrower or any other Person for any reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and the liability of any each of the Obligations, and Borrowers shall not be subject to (and each of them hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality illegality, non-genuineness, irregularity, compromise, unenforceability of, or unenforceability of any other event or occurrence affecting, any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent other Borrower or any other Lender Party Person; (e) any rescission, waiver, amendment or other modification of, or any consent to assert departure from, any claim of the Obligations of the other Borrower or demand any other Person under the terms of this Agreement or to enforce any remedy under this Agreement, any other Loan Document Document; (f) any exchange, release or non-perfection of any Collateral, or any release, amendment or waiver of, or consent to departure from, any guaranty or other agreement from the other Borrower or any other agreementPerson, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of securing any of the Obligations; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the other Borrower or any surety or any guarantor. Each of the Borrowers waives any right to require that any resort be made by any other act or omission that may or might in any manner or Lender to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments)Collateral. (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any security.

Certain Waivers. To the extent permitted by law: (a) Except as expressly provided for hereinUntil the termination or release pursuant to Section 7.12 (and subject to reinstatement thereunder), each Credit Party the Pledgor hereby waives set-offand relinquishes all rights and remedies accorded to pledgors, counterclaimsureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, demandincluding: (i) any right to require the Lender to proceed against the Company or any other Person or to proceed against or exhaust any security held by the Lender at any time or to pursue any other remedy in the Lender’s power before proceeding against a Pledgor; (ii) any defense that may arise by reason of the incapacity, presentmentlack of power or authority, death, dissolution, merger, termination or disability of the Pledgor, the Company or any other Person or the failure of the Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of the Pledgor, the Company or any other Person; (iii) any right to enforce any remedy that the Lender may have against the Company or any other Person and any right to participate in any security held by the Lender; (iv) any right to require the Lender to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, all defenses with respect dishonor, default, delinquency or acceleration, or to make any and all instruments and all notices and presentments, demands or protests, except as set forth herein or expressly provided in the Note of any description, and of the pleading Collateral Documents; (v) any right to assert the bankruptcy or insolvency of the Company or any statute of limitations other Person as a defense to hereunder or as the basis for rescission hereof and any demand right under any Loan Document. Each Credit Party hereby waives law purporting to reduce the Pledgor’s obligations hereunder if the Secured Obligations are reduced other than as a result of payment of such Secured Obligations; (vi) any and all defenses and counterclaims it may have defense based on the repudiation of the Note or could interpose in any action or procedure brought of the Collateral Documents by Agent, Documentation Agent, L/C Issuer the Company or any other Person, the failure by the Lender Party to obtain an order enforce any claim against the Pledgor, the Company or any other Person or the unenforceability in whole or in part of court recognizing the assignment Note or any of the Collateral Documents; (vii) all suretyship and guarantor’s defenses generally; (viii) 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 Lien similar law, or exemption, whether now or at any time hereafter in force, that may delay, prevent or otherwise affect the performance by the Pledgor of Agentits obligations under, for or the benefit enforcement by the Lender Partiesof, this Agreement; (ix) any requirement on the part of the Lender to mitigate the damages resulting from any default; (x) any defense based upon an election of remedies by the Lender, including an election to proceed by non-judicial rather than judicial foreclosure, that destroys or otherwise impairs the subrogation rights of the Pledgor, the right of the Pledgor to proceed against the Company or another Person for reimbursement, or both; (xi) any defense based on any offset against any amounts that may be owed by any Person to the Pledgor for any reason whatsoever; (xii) any defense based on any act, failure to act, delay or omission whatsoever on the part of the Company or the failure by Company 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 Note or any of the Collateral Documents, (xiii) any defense, setoff or counterclaim that may at any time be available to or asserted by the Company against the Lender or any other Person under the Note or any of the Collateral Documents; (xiv) any duty on the part of the Lender to disclose to the Pledgor any facts the Lender may now or hereafter know about the Company, regardless of whether the Lender has reason to believe that any such facts materially increase the risk beyond that which the Pledgor intends to assume, or have reason to believe that such facts are unknown to the Pledgor, or have a reasonable opportunity to communicate such facts to the Pledgor; and (xv) any defense based on any change in and tothe time, manner or place of any Collateralpayment under, or in any other term of, the Note or any of the Collateral Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of the Note or any of the Collateral Documents (other than Payment in Full). (b) The Obligations are Pledgor waives the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure posting of any bond otherwise required of the Lender Party in connection with any judicial process or proceeding to assert obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any claim judgment or demand other security for the Secured Obligations, to enforce any judgment or other court order entered in favor of the Lender, or to enforce by specific performance, temporary restraining order, preliminary or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions ofpermanent injunction, this Agreement or any other Loan Document, agreement or (iii) document between the failure to perfect any security interest in, or Pledgor and the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender PartyLender. (c) The obligations of each Credit Party So long as this Agreement is in effect, (i) the Pledgor shall not be subject to have any reduction, limitation, impairment or termination for any reason (other than right of subrogation and the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or Pledgor waives all rights to enforce any remedy under this Agreementthat the Lender now has or may hereafter have against the Company, and waives the benefit of, and all rights to participate in, any other Loan Document security now or any other agreement, hereafter held by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of Lender and (ii) the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party Pledgor waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any causeclaim, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them that the Pledgor may now have or hereafter acquire against the Company that arises hereunder and/or from the performance by the Pledgor hereunder, including any other Credit Partyclaim, without affecting remedy or impairing right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operatesclaim, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party the Lender against any other Credit Party, as the case may be, Company or any securitysecurity that the Lender now has or hereafter acquires. Any amount paid to the Pledgor on account of any such subrogation rights prior to the Payment in Full shall be held in trust for the benefit of the Lender and shall immediately thereafter be paid to the Lender.

Certain Waivers. (a) Except as otherwise expressly provided for hereinspecified in this Note, the Mortgage or any of the other Loan Documents, each Credit Party hereby waives set-offof the Makers jointly and severally waive diligence, counterclaimgrace, demand, presentmentpresentment for payment, protestexhibition of this Note, all defenses with respect to protest and notice of protest and notice of nonpayment. Any payment by any and all instruments and all notices and demands of any description, and the pleading Makers or other circumstance which by operation of law tolls any statute of limitations as a defense to any demand under of the Makers shall operate to toll the statute of limitations as to all of them. From time to time, without affecting the obligation of the Makers to pay the outstanding principal balance of this Note and observe the covenants contained herein, without giving notice to or 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 Loan Document. Each Credit Party hereby waives part thereof, reduce the payments thereon, release anyone liable for any and all defenses and counterclaims it may have or could interpose 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 and/or the Maturity Date or otherwise change the date(s) and/or amounts of payment(s) thereof. 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 power, right or privilege of Lender. Lender shall at all times have the right to proceed against any portion of the Mortgaged Property pursuant to and in accordance with the Mortgage and/or against any one or more of the Makers in such order and in such manner as Lender may deem fit, without waiving any rights with respect to any of the other Makers or other portion of the Mortgaged Property. No delay, action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other omission on the part of Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise exercising any right or remedy against hereunder shall operate or be construed as a waiver or release of (i) such right or remedy or of any other Credit Party under the provisions right or remedy of this Agreement, any other Loan Document or otherwiseLender, (ii) any rescission, waiver, amendment liability or modification of, or any release from any obligation of the terms Makers hereunder or provisions of, this Agreement or any under the other Loan Document, Documents or (iii) the failure to perfect any security interest in, or the release of, any an Event of the Collateral or other security held by or on behalf Default. The rights and remedies of Agent or any other Lender Party. (c) The obligations of each Credit Party shall herein provided are cumulative and not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense exclusive of any other Credit Party rights or remedies which the unenforceability of the Obligations or any part thereof from any causeLender would have hereunder, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and under the other Lender Parties may, Loan Documents or at their election, foreclose on any security held by one law or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securityequity.

Certain Waivers. (a) Except as otherwise expressly provided for hereinherein or other applicable Loan Document, each Credit Party the Borrowers hereby waives set-offwaive promptness, counterclaimdiligence, presentment, demand, presentment, protest, all defenses with respect to notice of any and all instruments advances of the Loan made under this Agreement and all notices and demands the Notes, notice of occurrence of any description, and Default or Event of Default (except to the pleading of any statute of limitations as a defense extent notice is expressly required to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party be given pursuant to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, of this Agreement or any of the other Loan DocumentDocuments), or (iii) the failure to perfect of any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination demand for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments)under this Agreement, including any claim of waiver, release, surrender, alteration or compromise notice of any of action at any time taken or omitted by the Obligations, and shall not be subject to any defense Lenders under or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability in respect of any of the Obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement and the other such Loan Documents (except as aforesaid). The Borrowers hereby waive all defenses which may be available by virtue of any valuation, stay, moratorium law or otherwiseother similar law now or hereafter in effect, any right to require the marshaling of assets of the Borrower and any other entity or Person primarily or secondarily liable with respect to any of such Obligations, and all suretyship defenses generally. The Borrowers hereby assent to, and waive (i) notice of, any extension or postponement of the time for the payment, or place or manner for payment, compromise, refinancing, consolidation or renewals of any of such Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Lenders at any time or times in respect of any default by the Borrowers in the performance or satisfaction of any term, covenant, condition or provision of this Agreement and the other Loan Documents, any and all other indulgences whatsoever by the Lenders in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of the Borrowers or any other entity or Person primarily or secondarily liable for any such Obligation and (ii) any suretyship type defense (except payment in full of the Obligations). Without limiting the generality of the foregoing, the Borrowers assent to any other action or delay in acting or failure to act on the part of the Lenders, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy which might, but for the provisions of this Section 3.04, afford grounds for terminating, discharging or relieving the Borrowers, in whole or in part, from any of their obligations under this Section 3.04, it being the intention of the Borrowers that, so long as any of such Obligations hereunder remains unsatisfied, the obligations of each Credit Party hereunder the Borrowers under this Section 3.04 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of the Borrowers under this Section 3.04 shall not be diminished or impaired rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or otherwise affected by similar proceeding with respect to the failure of Agent, Documentation Agent Borrowers or any other Lender Party Lender. Nothing contained in this Section 3.04 shall, or shall be interpreted to, limit the provisions of Section 10.02. (b) The provisions of this Section 3.04 are made for the benefit of the Lenders and their permitted successors and assigns, and may be enforced by them from time to assert time against the Borrowers as often as occasion therefor may arise and without requirement on the part of the Lenders or such successors or assigns first to marshal any claim or demand of their claims or to enforce exercise any remedy under this Agreement, of their rights against the Borrowers or to exhaust any remedies available to them against the Borrowers or to resort to any other Loan Document source or any other agreement, by any waiver or modification means of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance obtaining payment of any of the Obligations, Obligations hereunder or by to elect any other act or omission that may or might remedy. The provisions of this Section 3.04 shall remain in any manner or to any extent vary the risk effect until all of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the such Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations shall have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securityotherwise fully satisfied.

Certain Waivers. Each of the Borrowers agrees that its joint and several liability under this Agreement and each of the other Loan Documents shall be absolute, unconditional and irrevocable irrespective of: (a) Except as expressly provided for hereinany lack of validity, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands legality or enforceability of any description, and the pleading Obligations of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer the other Borrower or any other Lender Party to obtain an order of court recognizing the assignment of, Person under this Agreement or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral.other Loan Document; (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party Lender: (i) to assert any claim or demand or to enforce any right or remedy against the other Borrower or any other Person (including any guarantor) under the provisions of this Agreement or any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification guarantor of, or any release from any of the terms Collateral or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release ofServicing Collateral securing, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party.Obligations; (c) The obligations any change in the time, manner or place or payment of, or in any other term of, all or any of each Credit Party shall not be subject the Obligations, or any other extension, compromise or renewal of any Obligation with respect to the other Borrower or any other Person; (d) any reduction, limitation, impairment or termination for of any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments)other Borrower or any other Person for any reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and the liability of any each of the Obligations, and Borrowers shall not be subject to (and each of them hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality illegality, non- genuineness, irregularity, compromise, unenforceability of, or unenforceability of any other event or occurrence affecting, any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent other Borrower or any other Lender Party Person; (e) any rescission, waiver, amendment or other modification of, or any consent to assert departure from, any claim of the Obligations of the other Borrower or demand any other Person under the terms of this Agreement or to enforce any remedy under this Agreement, any other Loan Document Document; (f) any exchange, release or non-perfection of any Collateral or Servicing Collateral, or any release, amendment or waiver of, or consent to departure from, any guaranty or other agreement from the other Borrower or any other agreementPerson, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of securing any of the Obligations; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the other Borrower or any surety or any guarantor. Each of the Borrowers waives any right to require that any resort be made by any other act or omission that may or might in any manner or Lender to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party Collateral or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securityServicing Collateral.

Certain Waivers. (a) Except as expressly provided for herein, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any This Guaranty and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party of the undersigned hereunder shall be valid and enforceable and shall not be affected by subject to any limitation, impairment or discharge for any reason (other than payment in full of the Obligations), including without limitation the occurrence of any of the following, whether or any of the undersigned shall have had notice or knowledge of any of them: (i) the any failure of any Lender Party to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or to enforce or exercise any right right, power or remedy against with respect to the Obligations or any agreement relating thereto, or with respect to any other Credit Party under guaranty of or security for the provisions payment of this Agreement, any other Loan Document or otherwisethe Obligations, (ii) any rescission, waiver, amendment or modification of, or any release from consent to departure from, any of the terms or provisions of(including without limitation provisions relating to events of default) of the Note Purchase Agreement, this Agreement any other Note Document or any other Loan Documentagreement or instrument executed pursuant thereto, or of any other guaranty or security for the Obligations, (iii) the Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (iv) the application of payments received from any source to the payment of indebtedness other than the Obligations, even though the Noteholders, or any of them, might have elected to apply such payment to any part or all of the Obligations, (v) any failure to perfect any or continue perfection of a security interest in, or the release of, in any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of collateral which secures any of the Obligations, and shall not be subject to (vi) any defense defenses, set-offs or setoff, counterclaim, recoupment counterclaims which the Company may allege or termination whatsoever by reason of the invalidity, illegality or unenforceability of assert against any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, Noteholder in the performance of any respect of the Obligations, or by including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (vii) any other act or omission that thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment undersigned as an obligor in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part respect of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any security.

Certain Waivers. (a) Except as expressly provided for hereinThe Obligor agrees that, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect subject to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable lawSection 1.03(d)(i), the obligations of each Credit Obligee Party shall not be affected by (i) the failure of may at any Lender Party time and from time to assert any claim time, without notice to or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any further consent of the terms or provisions ofObligor, this Agreement or any other Loan Document, or (iii) extend the failure to perfect any security interest in, or the release of, any time of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to may also make any defense agreement with Parent, Merger Sub and/or any other Person interested in the Transactions for the extension, renewal, payment, compromise, discharge or setoffrelease thereof, counterclaimin whole or in part, recoupment or termination whatsoever by reason for any modification of the invalidity, illegality terms thereof or unenforceability of any of agreement between the Obligations Obligee Party, Parent, Merger Sub and/or any other Person interested in the Transactions without in any way impairing or otherwiseaffecting the Obligor’s obligations under this Payment Agreement. Without limiting the generality of the foregoing, The Obligor agrees that the obligations of each Credit Party the Obligor hereunder shall not be discharged released or impaired discharged, in whole or in part, or otherwise affected by (i) any failure or delay of the failure of Agent, Documentation Agent or any other Lender Obligee Party to assert any claim or demand or to enforce any right or remedy under this Agreementagainst Parent, Merger Sub and/or any other Loan Document Person interested in the Transactions; (ii) any change in the time, place or manner of payment of the Obligations or any rescission, waiver, compromise, consolidation or other agreement, by any waiver amendment or modification of any provision of the terms of the Merger Agreement or any other agreement evidencing, securing or otherwise executed by Parent, Merger Sub and the Obligee Party in connection with the Obligations; (iii) any legal or equitable discharge or release (other than as a result of payment in full of the Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of the Obligor or any Person interested in the Transactions; (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub and/or any other Person interested in the Transactions; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub and/or any other Person interested in the Transactions; (vi) any existence of any thereofclaim, set-off or other right which the Obligor may have at any time against Parent, Merger Sub, any defaultother Person interested in the Transactions and/or the Obligee Party, failure or delay, willful whether in connection with the Obligations or otherwise, in ; or (vii) the performance adequacy of any other means the Obligee Party may have of obtaining repayment of any of the Obligations. To the fullest extent permitted by Law, the Obligor hereby expressly waives any and all rights or defenses arising by any other act or omission that may or might in any manner or to any extent vary the risk reason of any Credit Party or that Law which would otherwise operate as a discharge require any election of remedies by the Obligee Party. The Obligor waives promptness, diligence, notice of the acceptance of this Payment Agreement and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Credit Party as a matter Obligations and all other notices of law or equity any kind (other than notices to Parent and/or Merger Sub pursuant to the indefeasible Merger Agreement or notices expressly required to be provided pursuant to this Payment 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 marshaling of assets of any other Person interested in the Transactions, and all suretyship defenses generally, including, without limitation, any event, condition or circumstance that might be construed to constitute, an equitable or legal discharge of the Obligor’s obligations hereunder (other than defenses to the payment in full in cash of all the Obligations after that are available to Parent and/or Merger Sub under the termination Merger Agreement or breach by the Obligee Party of this Payment Agreement). The Obligor acknowledges that it will receive substantial direct and indirect benefits from the CommitmentsTransactions and that the waivers set forth in this Payment Agreement are knowingly made in contemplation of such benefits. (b) The Obligor hereby covenants and agrees that it shall not institute, and shall cause its controlled Affiliates and use its reasonable best efforts to cause its other Affiliates, not to institute, any proceeding asserting (i) the Prohibited Defense or (ii) that this Payment Agreement is illegal, invalid or unenforceable in accordance with its terms, subject to (A) the effects of insolvency, bankruptcy, reorganization or other similar proceedings and (B) general equitable principles (whether considered in a proceeding in equity or at Law). (c) The Obligee Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause all of its Related Persons (as defined below) not to institute, any proceeding or bring any other claim (whether in tort, contract or otherwise) arising under, or in connection with, the Merger Agreement, the Equity Commitment Letters or the transactions contemplated thereby against the Obligor or any Non-Recourse Party (as defined below), except for claims (i) against Parent and/or Merger Sub under the Merger Agreement pursuant to the terms thereof (and subject to the limitations therein) and (ii) against the Obligor and its permitted assignees under this Payment Agreement pursuant to the terms hereof (and subject to the limitations herein). (d) To Notwithstanding anything to the fullest contrary contained in this Payment Agreement, the Obligee Party hereby agrees that: (i) to the extent permitted by applicable law, each Credit Party waives any defense based on or arising out Parent and/or Merger Sub are relieved of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any causebreach by Parent and/or Merger Sub of the Merger Agreement, (other than by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratium or other similar Laws affecting creditors’ rights generally, or general equity principles (whether considered in a proceeding in equity or at Law)), the cessation from Obligor shall be similarly relieved of its obligations under this Payment Agreement, and (ii) the Obligor shall have all defenses to the payment of its obligations under this Payment Agreement (which in any cause of event shall be subject to the liability of any other Credit Party, other than Maximum Amount) that would be available to Parent and/or Merger Sub under the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of Merger Agreement with respect to the Obligations, make as well as any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing defenses in any way the liability respect of any Credit fraud of the Obligee Party hereunder except to or any breach by the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Obligee Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair of the terms or to extinguish any right provisions of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securitythis Payment Agreement.

Certain Waivers. Each of the Borrowers agrees that its joint and several liability under this Agreement and each of the other Loan Documents shall be absolute, unconditional and irrevocable irrespective of: (a) Except as expressly provided for hereinany lack of validity, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands legality or enforceability of any description, and the pleading Obligations of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer the other Borrower or any other Lender Party to obtain an order of court recognizing the assignment of, Person under this Agreement or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral.other Loan Document; (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party Lender: (i) to assert any claim or demand or to enforce any right or remedy against the other Borrower or any other Person (including any guarantor) under the provisions of this Agreement or any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification guarantor of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release ofCollateral securing, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party.Obligations; (c) The obligations any change in the time, manner or place or payment of, or in any other term of, all or any of each Credit Party shall not be subject the Obligations, or any other extension, compromise or renewal of any Obligation with respect to the other Borrower or any other Person; (d) any reduction, limitation, impairment or termination for of any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments)other Borrower or any other Person for any reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and the liability of any each of the Obligations, and Borrowers shall not be subject to (and each of them hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality illegality, non- genuineness, irregularity, compromise, unenforceability of, or unenforceability of any other event or occurrence affecting, any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent other Borrower or any other Lender Party Person; (e) any rescission, waiver, amendment or other modification of, or any consent to assert departure from, any claim of the Obligations of the other Borrower or demand any other Person under the terms of this Agreement or to enforce any remedy under this Agreement, any other Loan Document Document; (f) any exchange, release or non-perfection of any Collateral, or any release, amendment or waiver of, or consent to departure from, any guaranty or other agreement from the other Borrower or any other agreementPerson, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of securing any of the Obligations; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the other Borrower or any surety or any guarantor. Each of the Borrowers waives any right to require that any resort be made by any other act or omission that may or might in any manner or the Lender to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments)Collateral. (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any security.

Certain Waivers. (a) Except as expressly provided for hereinTo the extent permitted by law, each Credit Party Pledgor hereby waives set-offand relinquishes, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest maximum extent permitted by applicable lawlaws, the obligations of each Credit Party shall all rights and remedies accorded to pledgors, sureties or guarantors and agrees not be affected by (i) the failure to assert or take advantage of any Lender Party to assert any claim such rights or demand or to enforce or exercise remedies, including: (a) any right to require Collateral Agent or remedy the other Secured Parties to proceed against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement CCH Direct Parent or any other Loan Document, Person or (iii) the failure to perfect proceed against or exhaust any security interest in, or the release of, any of the Collateral or other security held by Collateral Agent or on behalf of the other Secured Parties at any time or to pursue any other remedy in Collateral Agent’s or any other Secured Party’s power before proceeding against Pledgor; (b) any right to enforce any remedy that Collateral Agent or any other Lender Party. 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) The obligations any right to require Collateral Agent to give any notices of each Credit Party shall not be subject to any reductionkind, including, without limitation, impairment notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or termination 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 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) 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 indefeasible payment in full in cash occurrence of the Obligations after Release Date); (l) any duty on the termination part of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Collateral Agent or any other Lender Secured Party to assert disclose to Pledgor any claim facts or demand 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 enforce any remedy under this AgreementNote Document or the transactions undertaken pursuant to, or contemplated by, any such Note Document, regardless of whether Collateral Agent or any other Loan 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 time, manner or place of any payment under, or in any other term of, any Note Document or any other agreementamendment, by renewal, extension, acceleration, compromise or waiver of or any waiver consent or modification departure from the terms of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity Note Document; and (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (dn) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on upon any borrowing or arising out grant of any defense of any other Credit Party or the unenforceability a security interest under Section 364 of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securityUnited States Bankruptcy Code.

Certain Waivers. Each 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, 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 (aincluding any right, whether arising at law or in equity, to seek indemnification, contribution, cost recovery, damages or any other recourse or remedy, including as may arise under common law or CERCLA or any other Environmental Law) Except as expressly are hereby irrevocably waived; provided for hereinthat nothing contained herein shall release, each Credit Party hereby waives set-offwaive or otherwise affect the rights or obligations of any Person (i) under any Other Transaction Documents or the Confidentiality Agreement, counterclaim, demand, presentment, protest, all defenses (ii) with respect to any and all instruments and all notices and demands of provision herein that survives the Closing (including any description, and the pleading of any statute of limitations as a defense rights to any demand indemnification under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (bthis Article XI) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) for claims of or causes of action arising from Fraud. Purchaser and Seller acknowledge and agree that the failure to perfect any security interest in, or agreements contained in this Section 11.07 and the release of, any representations and warranties contained in Section 4.09 are an integral part of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than Transactions and the indefeasible payment in full in cash inducement of the Obligations after Parties to consummate the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwiseTransactions. Without limiting the generality of Notwithstanding the foregoing, the obligations of each Credit Party hereunder nothing contained in this Section 11.07 shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way impair (A) the liability rights and obligations of any Credit Party hereunder except Purchaser and Seller to resolve disputes with respect to the extent that all the Obligations have been indefeasibly paid in full in cash Statement and the Commitments have been terminated. Each Credit Party waives any defense arising out calculation of any such election even though such election operates, the Final Purchase Price pursuant to applicable Law, to impair Section 1.04 or to extinguish any right (B) the rights and obligations of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as Purchaser and the case may be, or any securityR&W Insurer under the R&W Insurance Policy.

Certain Waivers. The Guarantor waives: (a) Except as expressly provided for herein, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any descriptionrequirement, and the pleading of any statute of limitations as a defense right to require, that any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have right or could interpose in power be exercised or any action be taken against the Borrower, any other guarantor or procedure brought by Agent, Documentation Agent, L/C Issuer the Collateral or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, collateral for the benefit the Lender Parties, in and to, any Collateral.Guaranteed Obligations; (b) The Obligations are the joint all defenses to, and several obligation all setoffs, counterclaims and claims of each Credit Party. To the fullest extent permitted by applicable lawrecoupment against, the obligations of each Credit Party shall not Guaranteed Obligations that may at any time be affected by available to the Borrower or any other guarantor; (i) notice of acceptance of and intention to rely on the failure Guarantor Loan Documents, (ii) notice of the making or renewal of any Lender Party Loans or other extensions of credit under the Credit Agreement and of the incurrence or renewal of any other Guaranteed Obligations, (iii) notice of any of the matters referred to assert in Section 1.08 and (iv) all other notices that may be required by Applicable Law or otherwise to preserve any rights against the Guarantor under the Guarantor Loan Documents, including any 'notice of default, demand, dishonor, presentment and protest; (d) diligence; (e) any defense based upon, arising out of or in any way related to (i) any claim that any sale or demand other disposition of the Collateral or to enforce or exercise any right or remedy against any other Credit Party under collateral for the provisions Guaranteed Obligations was not conducted in a commercially reasonable fashion or that a public sale, should the Guaranteed Parties have elected to so proceed, was, in and of this Agreementitself, any other Loan Document or otherwisenot a commercially 237 reasonable method of sale, (ii) any rescissionclaim that any election of remedies by the Guaranteed Parties, waiver, amendment or modification of, including the exercise by the Guaranteed Parties of any rights against the Collateral or any release from other collateral, impaired, reduced, released or otherwise extinguished any right that the Guarantor might otherwise have had against the Borrower or any other guarantor or against the Collateral or any other collateral, including any right of subrogation, exoneration, reimbursement or contribution or right to obtain a deficiency judgment, (iii) any claim based upon, arising out of or in any way related to any of the terms or provisions of, this Agreement or matters referred to in Section 1.08 and (iv) any other claim that the Guarantor Loan Document, or (iii) Documents should be strictly construed against the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party.Guaranteed Parties; and (cf) The obligations of each Credit Party shall not be subject to any reductionALL OTHER DEFENSES UNDER APPLICABLE LAW THAT WOULD, limitation, impairment or termination for any reason BUT FOR THIS CLAUSE (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitmentsf), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments)BE AVAILABLE TO THE GUARANTOR AS A DEFENSE AGAINST OR A REDUCTION OR LIMITATION OF ITS OBLIGATIONS UNDER THE GUARANTOR LOAN DOCKS. (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any security.

Certain Waivers. (a) Except as Each Guarantor hereby knowingly, voluntarily and expressly provided for hereinwaives, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by : (i) the failure presentment, demand for payment, demand for performance, protest and notice of any Lender Party other kind, including notice of nonpayment or other nonperformance (including notice of default under any Transaction Document with respect to assert any claim Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Company or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions Guarantor and of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms matters referred to in Section 2 and of any rights to consent thereto; (7) any right to require the Guaranteed Parties as a condition of payment or provisions of, this Agreement or any other Loan Documentperformance by such Guarantor hereunder to proceed against, or (iii) the failure to perfect exhaust or have resort to any security interest in, or the release of, any of the Collateral or other security held by from or on behalf of Agent any deposit balance or other credit in favor of, the Company, any other Guarantor or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment Person directly or termination indirectly liable for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Guaranteed Obligations, or by to pursue any other act remedy or omission that may or might in enforce any manner or to other right; and any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on an election of remedies with respect to any Collateral or arising out of other security for any defense of any other Credit Party or the unenforceability of the Guaranteed Obligations or for any part thereof from any causeguaranty or other liability in respect thereof, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent notwithstanding that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant (including any failure to applicable Law, to pursue or enforce any rights or remedies) may impair or to extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of such Credit Party any Guarantor against the Company, any other Credit PartyGuarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such Collateral or other security; (ii) any right or defense based on or arising by reason of any right or defense of the Company, as any other Guarantor or any other Person, including any defense based on or arising from a lack of authority or other disability of the case may beCompany, any other Guarantor or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any Collateral or other security therefor or any Transaction Document or other agreement or instrument delivered pursuant thereto, or the cessation of the liability of the Company, any security.other Guarantor or any other Person for any reason other than the satisfaction of the Termination Requirements;

Certain Waivers. Each Guarantor waives (a) Except as expressly provided for herein, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands defense arising by reason of any descriptiondisability or other defense of the Borrower or any other guarantor, and or the pleading 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 as a defense affecting such Guarantor's liability hereunder; (d) any right to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer proceed against the Borrower or any other Lender Party to obtain an order of court recognizing Loan Party, proceed against or exhaust any security for the assignment ofObligations, or Lien pursue any other remedy in the power of Agent, for the any Secured Party whatsoever; (e) any benefit the Lender Parties, of and any right to participate in any security now or hereafter held by any Secured Party; and to, any Collateral. (bf) The Obligations are the joint and several obligation of each Credit Party. To to the fullest extent permitted by Law, any and all other defenses or benefits that may be derived from or afforded by applicable lawLaw limiting the liability of or exonerating guarantors or sureties. Notwithstanding the foregoing, the each Guarantor agrees that its obligations under and in respect of each Credit Party this guarantee shall not be affected by by, and shall remain in full force and effect without regard to, and hereby waives all rights, claims or defenses that it might otherwise have (now or in the future) with respect to each of the following (whether or not such Guarantor has knowledge thereof): (i) the failure validity or enforceability of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party; (ii) any renewal, extension or acceleration of, or any increase in the amount of the Obligations, or any amendment, supplement, modification or waiver of, or any consent to departure from, the Loan Documents; (iii) any failure or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or the stay or enjoining, by order of court, by operation of law or otherwise. Without , of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under any Loan Document, at law, in equity or otherwise) with respect to the Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Obligations; (iv) any change, reorganization or termination of the corporate structure or existence of the Borrower or any other Loan Party or any of their Subsidiaries and any corresponding restructuring of the Obligations; (v) any settlement, compromise, release, or discharge of, or acceptance or refusal of any offer of payment or performance with respect to, or any substitution for, the Obligations, or any subordination of the Obligations to any other obligations; (vi) the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or lien, the release of any or all collateral securing, or purporting to secure, the Obligations or any other impairment of such collateral; (vii) any exercise of remedies with respect to any security for the Obligations (including, without limitation, any collateral, including the Collateral, securing or purporting to secure any of the Obligations) at such time and in such order and in such manner as the Administrative Agent and the Secured Parties may decide and whether or not every aspect thereof is commercially reasonable and whether or not such action constitutes an election of remedies and even if such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy that any Guarantor would otherwise have, and without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent foregoing or any other Lender Party provisions hereof, each Guarantor hereby expressly waives any and all benefits which might otherwise be available to assert any claim or demand or to enforce any remedy such Guarantor under this Agreement, applicable Law; and (viii) any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Credit Party Guarantor as an obligor in respect of the Obligations or that would otherwise operate as a which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any Credit Party as Guarantor for the Obligations, or of any such Guarantor under the guarantee contained in this Article X or of any security interest granted by any Guarantor, whether in a matter of law proceeding under any Debtor Relief Law or equity in any other instance (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, make any demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other accommodation with any other Credit Party, notices or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability demands of any Credit Party hereunder except kind or nature whatsoever with respect to the extent that Obligations, and all notices of acceptance of this Guaranty or of the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out existence, creation or incurrence of any such election even though such election operates, pursuant to applicable Law, to impair new or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securityadditional Obligations.

Certain Waivers. Each Subsidiary Guarantor hereby knowingly, voluntarily and expressly waives: (ai) Except as expressly provided for herein, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protestdemand for payment, all defenses demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Loan Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrower and all instruments and all notices and demands of any description, of the matters referred to in Section 2 and the pleading of any statute of limitations as a defense rights to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral.consent thereto; (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescissionright to require the Guaranteed Party, waiveras a condition of payment or performance by such Subsidiary Guarantor hereunder, amendment to proceed against, or modification to exhaust or have resort to any deposit balance or other credit in favor of, or the Borrower, any release from any of the terms or provisions of, this Agreement other Subsidiary Guarantor or any other Loan DocumentPerson directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; (iii) the failure to perfect any security interest in, right or the release of, defense based on or arising by reason of any right or defense of the Collateral or other security held by or on behalf of Agent Borrower or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reductionPerson, including, without limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out from a lack of authority or other disability of the Borrower or any other Person, the invalidity or unenforceability of any defense of any other Credit Party or the unenforceability of the Guaranteed Obligations or any part thereof from any causeLoan Document or other agreement or instrument delivered pursuant thereto, or the cessation from any cause of the liability of the Borrower for any reason other Credit than the satisfaction of the Termination Requirements; (iv) any defense based on a Guaranteed Party’s acts or omissions in the administration of the Guaranteed Obligations, any guaranty or other liability in respect thereof; (v) any right to assert against a Guaranteed Party, as a defense, counterclaim, crossclaim or set-off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against the Guaranteed Party (including, without limitation, failure of consideration, statute of limitations, payment, accord and satisfaction and usury), other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose compulsory counterclaims; and (vi) any defense based on or afforded by any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way applicable law that limits the liability of any Credit Party hereunder except to the extent or exonerates guarantors or sureties or that all the Obligations have been indefeasibly paid may in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as way conflict with the case may be, or any securityterms of this Guaranty.

Certain Waivers. 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 not to assert or take advantage of any such rights or remedies, including: (a) Except as expressly provided for herein, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect any right to any and all instruments and all notices and demands of any description, and require Collateral Agent or the pleading of any statute of limitations as a defense other Secured Parties to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C proceed against Issuer or any other Lender Party Person or to obtain an order of court recognizing proceed against or exhaust any security held by Collateral Agent or the assignment of, other Secured Parties at any time or Lien of to pursue any other remedy in Collateral Agent, for the benefit the Lender Parties, in and to, ’s or any Collateral. other Secured Party’s power before proceeding against Pledgor; (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or right to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the that Collateral or other security held by or on behalf of Agent or any other Lender Party. 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) The obligations any right to require Collateral Agent to give any notices of each Credit Party shall not be subject to any reductionkind, including, without limitation, impairment notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or termination 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 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) 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 indefeasible payment in full in cash occurrence of the Obligations after Release Date); (l) any duty on the termination part of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Collateral Agent or any other Lender Secured Party to assert disclose to Pledgor any claim facts or demand 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 enforce any remedy under this AgreementNote Document or the transactions undertaken pursuant to, or contemplated by, any such Note Document, regardless of whether Collateral Agent or any other Loan 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 time, manner or place of any payment under, or in any other term of, any Note Document or any other agreementamendment, by renewal, extension, acceleration, compromise or waiver of or any waiver consent or modification departure from the terms of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity Note Document; and (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (dn) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on upon any borrowing or arising out grant of any defense of any other Credit Party or the unenforceability a security interest under Section 364 of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securityUnited States Bankruptcy Code.

Certain Waivers. (a) Except as expressly provided for hereinin Section 8.3, after the Effective Time, each Credit Party Seller and BICO Owner hereby waives set-offagrees that it, counterclaimhe or she shall not make any claim for indemnification against Buyer, demandBIC, presentmentthe Company, protestany of the Subsidiaries of the Company or any of their respective affiliates by reason of the fact that such Seller or BICO Owner is or was a shareholder, all defenses member, director, manager, officer, employee or agent of the such entities or is or was serving at the request of any such entity or any of its affiliates as a partner, manager, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any and all instruments and all notices and demands of action, suit, proceeding, complaint, claim or demand brought against any descriptionSeller or BICO Owner pursuant to this Agreement or otherwise, and each Seller and BICO Owner hereby acknowledges and agrees that it or he shall not have any claim or right to contribution or indemnity from any of BIC, the pleading Company, any of the Subsidiaries of the Company or any statute of limitations as a defense their respective affiliates with respect to any demand under amounts paid by it or him pursuant to Article X of this Agreement. Effective upon the Closing, each Seller and BICO Owner hereby irrevocably waives, releases and discharges BIC, the Company, any Loan Document. Each Credit Party hereby waives of the Subsidiaries of the Company or any of their respective affiliates from any and all defenses liabilities and counterclaims obligations to it may have or could interpose him of any kind or nature whatsoever, whether in any action its or procedure brought by Agenthis capacity as a shareholder, Documentation Agentmanager, L/C Issuer member, officer or director of BIC, the Company or any of the Subsidiaries of the Company or otherwise, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other Lender Party than this Agreement and any of the other agreements executed and delivered by Buyer in connection herewith) or otherwise at law or equity, and each Seller or BICO Owner agrees that it or he shall not seek to obtain an order recover any amounts in connection therewith or thereunder from any of court recognizing BIC, the assignment ofCompany, any of the Subsidiaries of the Company or any of their respective affiliates; provided, that the waivers contained in this Section 7.2(a) shall not apply to (i) claims against Buyer under this Agreement, the Earnout Agreement or the Escrow Agreements, (ii) with respect to Pentland, any agreement(s) by and between the Company or any of its Subsidiaries and Pentland listed on Part 3.19(a) of the Disclosure Schedule, or Lien (iii) liabilities relating to the employment by the Company of Agentany Seller or BICO Owner pursuant to the agreements listed on Part 3.19(a) or otherwise relating to the payment or provisions of wages, for salaries, bonuses, benefits, expense reimbursements and perquisites due to such employees incurred in the benefit the Lender PartiesOrdinary Course of Business prior to Closing, in and to, or (iv) any Collateralclaims first arising following Closing. (b) The Obligations are As a material inducement to the joint Sellers to enter into this Agreement, as of the Effective Time, each Seller does hereby fully and several obligation unconditionally release and forever discharge each other Seller and, as applicable, its present and former officers, directors, employees, stockholders, managers, partners, principals, agents, attorneys, representatives, predecessors, successors and assigns, and all other persons acting by, through, under or on behalf of each Credit Party. To any of the fullest extent permitted by applicable foregoing, from and against any and all actions, causes of action, proceedings, agreements, contracts, torts, obligations, debts, liens, liabilities, claims, demands, costs and expenses of every kind, whether in law, equity or otherwise, whether known or unknown, whether fixed or contingent (the obligations “Seller Claims”), which such Seller ever had, has or may have, existing on or before the execution of each Credit Party shall not be affected this Agreement from the beginning of time to the Effective Time, which arise from or relate in any way to the ▇▇▇▇▇▇▇ Companies or such Seller’s ownership of the portion of the Purchased Securities held by him, her or it. This general release of Seller Claims includes, without implication of limitation, (i) all Seller Claims based upon actions or omissions (or alleged actions or omissions) that have occurred up to the failure Effective Time, regardless of ripeness or other limitations on immediate pursuit of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under such Seller Claim in the provisions absence of this Agreement, (ii) all Seller Claims relating to the transactions contemplated hereby, and (iii) all Seller Claims for breach of fiduciary duty against any Seller relating to or arising out of the aforementioned matters. Nothing contained in this Section 7.2(b) shall be construed (i) to impair any party’s right to enforce the terms of this Agreement, the Earnout Agreement or the Escrow Agreements, or (ii) to affect in any manner any rights or obligations of Buyer or the ▇▇▇▇▇▇▇ Companies. For the avoidance of doubt, if the Closing does not occur, the releases provided for in this Section 7.2(b) shall be of no effect. (c) Effective upon the Closing, Buyer hereby irrevocably waives, releases and discharges Pentland from any and all liabilities and obligations of the ▇▇▇▇▇▇▇ Companies, whether in its capacity as a member, controlling person or otherwise, and Buyer agrees that it shall not seek to recover any amounts in connection therewith from Pentland. Further, effective upon the Closing, Buyer hereby irrevocably waives, releases and discharges Pentland from any and all liabilities and obligations owed to the ▇▇▇▇▇▇▇ Companies arising at any time prior to the Closing, except for (i) breaches by Pentland of (A) this Agreement, (B) the License Agreement between Fashion Shoe Licensing, LLC and ▇▇▇▇▇▇▇ Footwear Group LLC effective as of November 13, 1998, as amended, or (C) any other Loan Document contractual obligations or otherwisecommitments of Pentland to any of the ▇▇▇▇▇▇▇ Companies, (ii) any rescission, waiver, amendment action or modification of, inaction by Pentland that breaches any duty or any release from obligation owed to any of the terms or provisions of, this Agreement or any other Loan Document, ▇▇▇▇▇▇▇ Companies or (iii) any intentional misconduct, fraudulent conduct or act of bad faith on the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securityPentland.

Certain Waivers. Each Guarantor hereby knowingly, voluntarily and expressly waives: (ai) Except as expressly provided for herein, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protestdemand for payment (other than payment hereunder), all defenses demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrower and all instruments and all notices and demands of any description, of the matters referred to in Section 2 and the pleading of any statute of limitations as a defense rights to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral.consent thereto; (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescissionright to require the Guaranteed Parties or any of them, waiveras a condition of payment or performance by such Guarantor hereunder, amendment or modification ofto proceed against, or to exhaust or have resort to any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by from or on behalf of Agent any deposit balance or other credit in favor of, the Borrower, any other Guarantor or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment Person directly or termination indirectly liable for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Guaranteed Obligations, or by to pursue any other act remedy or omission that may or might in enforce any manner or to other right; and any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on an election of remedies with respect to any Collateral or arising out other security for any Guaranteed Obligations of for any defense of any guaranty or other Credit Party or the unenforceability of the Obligations or any part thereof from any causeliability in respect thereof, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent notwithstanding that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant (including any failure to applicable Law, to pursue or enforce any rights or remedies) may impair or to extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such Collateral or other security; and, without limiting the generality of the foregoing, each Guarantor hereby specifically waives the benefits of Sections 26-7 through 26-9, inclusive, of the General Statutes of North Carolina, as amended from time to time, and any similar statute or law of any other jurisdiction, as the same may be amended from time to time; (iii) any right or defense based on or arising by reason of any right or defense of the Borrower or any other Person, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any Collateral or other security therefor or any Credit Document or other agreement or instrument delivered pursuant thereto, or the cessation of the liability of the Borrower for any reason other than the satisfaction of the Termination Requirements; (iv) any defense based on any Guaranteed Party's acts or omissions in the administration of the Guaranteed Obligations (except to the extent such acts or omissions constitute gross negligence or willful misconduct on the part of such Guaranteed Party), any guaranty or other liability in respect thereof or any Collateral or other security for any of the foregoing, and promptness, diligence or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (v) any right to assert against any other Credit Guaranteed Party, as a defense, counterclaim, crossclaim or set-off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against any Guaranteed Party (including, without limitation, failure of consideration, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims; and (vi) any defense based on or afforded by any applicable law that limits the case liability of or exonerates guarantors or sureties or that may be, or in any securityother way conflict with the terms of this Guaranty.

Certain Waivers. Each Guarantor hereby knowingly, voluntarily and expressly waives: (ai) Except as expressly provided for herein, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protestdemand for payment, all defenses demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Investment Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Company and all instruments and all notices and demands of any description, of the matters referred to in Section 2 and the pleading of any statute of limitations as a defense rights to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral.consent thereto; (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescissionright to require the Guaranteed Parties or any of them, waiveras a condition of payment or performance by such Guarantor hereunder, amendment or modification ofto proceed against, or to exhaust or have resort to any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by from or on behalf of Agent any deposit balance or other credit in favor of, the Company, any other Guarantor or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment Person directly or termination indirectly liable for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Guaranteed Obligations, or by to pursue any other act remedy or omission that may or might in enforce any manner or to other right; and any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on an election of remedies with respect to any Collateral or arising out of other security for any defense of any other Credit Party or the unenforceability of the Guaranteed Obligations or for any part thereof from any causeguaranty or other liability in respect thereof, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent notwithstanding that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant (including any failure to applicable Law, to pursue or enforce any rights or remedies) may impair or to extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of any Guarantor against the Company, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such Credit Collateral or other security; (iii) any right or defense based on or arising by reason of any right or defense of the Company or any other Person, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Company or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any Collateral or other security therefor or any Investment Document or other agreement or instrument delivered pursuant thereto, or the cessation of the liability of the Company for any reason other than the satisfaction of the Termination Requirements; (iv) any defense based on any Guaranteed Party’s acts or omissions in the administration of the Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other security for any of the foregoing, and promptness, diligence or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (v) any right to assert against any other Credit Guaranteed Party, as a defense, counterclaim, crossclaim or set-off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against any Guaranteed Party (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims and other than the case payment in full in cash of the Guaranteed Obligations; and (vi) any defense based on or afforded by any applicable law that limits the liability of or exonerates guarantors or sureties or that may be, or in any securityother way conflict with the terms of this Guaranty.

Certain Waivers. Each Borrower agrees that its joint and several liability under this Agreement and each of the other Loan Documents shall be absolute, unconditional and irrevocable irrespective of: (a) Except as expressly provided for hereinany lack of validity, each Credit Party hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands legality or enforceability of any description, and the pleading Obligations of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer the other Borrower or any other Lender Party to obtain an order of court recognizing the assignment of, Person under this Agreement or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral.other Loan Document; (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party Lender: (i) to assert any claim or demand or to enforce any right or remedy against the other Borrower or any other Person (including any guarantor) under the provisions of this Agreement or any other Loan Document or otherwise; or (ii) to exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification guarantor of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release ofCollateral securing, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party.Obligations; (c) The obligations any change in the time, manner or place or payment of, or in any other term of, all or any of each Credit Party shall not be subject the Obligations, or any other extension, compromise or renewal of any Obligation with respect to the other Borrower or any other Person; (d) any reduction, limitation, impairment or termination for of any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments)other Borrower or any other Person for any reason, including any claim of waiver, release, surrender, alteration or compromise of any of the Obligationscompromise, and the liability of each of Borrowers shall not be subject to (and each of them hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality illegality, non-genuineness, irregularity, compromise, unenforceability of, or unenforceability of any other event or occurrence affecting, any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent other Borrower or any other Lender Party Person, (e) any rescission, waiver, amendment or other modification of, or any consent to assert departure from, any claim of the Obligations of the other Borrower or demand any other Person under the terms of this Agreement or to enforce any remedy under this Agreement, any other Loan Document Document; (f) any exchange, release or non-perfection of any Collateral, or any release, amendment or waiver of, or consent to departure from, any guaranty or other agreement from the other Borrower or any other agreementPerson, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of securing any of the Obligations; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the other Borrower or any surety or any guarantor. Each Borrower waives any right to require that any resort be made by Agent or any other act or omission that may or might in any manner or Lender to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments)Collateral. (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any security.

Certain Waivers. Following an Event of Default under any Senior Credit Document: (a) Except as expressly provided for hereinEach Grantor agrees, each Credit Party to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption Law, or any Law permitting it to direct the order in which the Joint Stock Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other Security Document, hereby waives set-offall benefit or advantage of all such Laws, counterclaimand covenants that it will not hinder, demanddelay or impede under color of any such Law the execution of any power granted to the Collateral Agent in this Agreement or any other Security Document but will suffer and permit the execution of every such power as though no such Law were in force. (b) Each Grantor, presentmentto the extent it may lawfully do so, proteston behalf of itself and all who may claim through or under it, all defenses with respect to including without limitation any and all instruments subsequent creditors, vendees, assignees and lienors, waives and releases all notices and demands rights to demand or to have any marshalling of the Joint Stock Collateral upon any descriptionsale, whether made under any power of sale granted herein or in any other Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Security Document, and consents and agrees that all the pleading of Joint Stock Collateral may, at any statute of limitations such sale, be offered and sold as a defense to any demand under any Loan Documentan entirety. Each Credit Party Grantor hereby waives any and all defenses and counterclaims rights it may at any time have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of require the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Secured Party to assert any claim exercise or demand or to enforce any remedy exhaust its rights and remedies under this Agreement, any other Loan Document or Security Document, any other agreement, by any waiver or modification of any provision of any thereofSenior Credit Document, any defaultother agreement or instrument, failure at law or delayin equity, willful as between different Persons or otherwiseagainst any single Person, in the performance or as between different items of direct or indirect security for any of the ObligationsObligations or against any single item of such security, or by any other act or omission that may or might in any manner particular order, method or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments)manner. (dc) To Each Grantor waives, to the fullest extent permitted by applicable lawLaw, each Credit Party waives presentment, demand, protest and any defense based on or arising out notice of any defense of kind (except notices expressly required hereunder or under any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment Security Document) in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent connection with this Agreement and the other Lender Parties may, at their election, foreclose on Security Documents and any security held action taken by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation Collateral Agent with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except respect to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securityJoint Stock Collateral.

Certain Waivers. (a) Except as otherwise expressly provided for hereinin this Agreement, each Credit Party of the Borrowers hereby waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands notice of any description, and the pleading acceptance of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the its joint and several obligation liability, notice of each Credit Party. To the fullest Loans, notice of the occurrence of any Default or Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Bank under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement. Each of the obligations Borrowers hereby assents to, and waives notice of, any extension or postponement of each Credit Party shall not be affected by (i) the failure time for the payment of any Lender Party to assert of the Obligations, the acceptance of any claim partial payment thereon, any waiver, consent or demand other action or to enforce acquiescence by the Bank at any time or exercise times in respect of any right default by any of the Borrowers in the performance or remedy against satisfaction of any other Credit Party under the provisions term, covenant, condition or provision of this Agreement, any and all other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of indulgences whatsoever by the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment Bank in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise respect of any of the Obligations, and shall not be subject to the taking, addition, substitution or release, in whole or in part, at any defense time or setofftimes, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any security for any of the Obligations or otherwisethe addition, substitution or release, in whole or in part, of any of the Borrowers. Without limiting the generality of the foregoing, each of the obligations Borrowers assents to any other action or delay in acting or failure to act on the part of the Bank with respect to the failure by any of the Borrowers to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, that might, but for the provisions of this REF 19, afford grounds for terminating, discharging or relieving any of the Borrowers, in whole or in part, from any of its Obligations under this REF 19, it being the intention of each Credit Party of the Borrowers that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of such Borrowers under this REF 19 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each of the Borrowers under this REF 19 shall not be diminished or impaired rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or otherwise affected by similar proceeding with respect to any of the failure Borrowers or of Agentthe Bank. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, Documentation Agent merger, amalgamation or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, change whatsoever in the performance name, membership, constitution or place of formation of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party Borrowers or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as the case may be, or any securityBank.

Certain Waivers. (a) Except as expressly provided for herein, each Credit Party Borrower hereby irrevocably and unconditionally waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by law (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwisepromptness and diligence, (ii) notice of any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held actions taken by or on behalf of Administrative Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment hereunder or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver agreement or modification of any provision of any thereof, any default, failure instrument relating hereto or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder thereto except to the extent that 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 all other formalities of every kind in connection with the Obligations have been indefeasibly paid enforcement of Borrower’s obligations hereunder and under the other Loan Documents, the omission of or delay in full in cash and which, but for the Commitments have been terminated. Each Credit Party waives any defense arising out provisions of this Section, might constitute grounds for relieving Borrower of any such election even though such election operatesof its obligations hereunder or under the other Loan Documents, (iv) 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 or take any action against Borrower, Guarantor or any other Person or against any collateral for the Loan, (v) any right or claim of right to cause a marshalling of Borrower’s assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of payment by Borrower pursuant to applicable Law, to impair hereto or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit PartyLoan Document. TO THE EXTENT PERMITTED BY LAW, as the case may beBORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, or any security.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. C056442/0303008/1557238.9

Certain Waivers. Each 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, 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 (aincluding any right, whether arising at law or in equity, to seek indemnification, contribution, cost recovery, damages or any other recourse or remedy, including as may arise under common law or CERCLA or any other Environmental Law) Except as expressly are hereby irrevocably waived; provided for hereinthat nothing contained herein shall release, each Credit Party hereby waives set-offwaive or otherwise affect the rights or obligations of any Person (i) under any Other Transaction Documents or the Confidentiality Agreement, counterclaim, demand, presentment, protest, all defenses (ii) with respect to any and all instruments and all notices and demands of provision herein that survives the Closing (including any description, and the pleading of any statute of limitations as a defense rights to any demand indemnification under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (bthis Article XI) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) for claims of or causes of action arising from Fraud. Purchaser and Seller acknowledge and agree that the failure to perfect any security interest in, or agreements contained in this Section 11.07 and the release of, any representations and warranties contained in Section 4.09 are an integral part of the Collateral or other security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than Transactions and the indefeasible payment in full in cash inducement of the Obligations after Parties to consummate the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwiseTransactions. Without limiting the generality of Notwithstanding the foregoing, the obligations of each Credit Party hereunder nothing contained in this Section 11.07 shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way impair (A) the liability rights and obligations of any Credit Party hereunder except Purchaser and Seller to resolve disputes with respect to the extent that all the Obligations have been indefeasibly paid in full in cash Statement and the Commitments have been terminated. Each Credit Party waives any defense arising out calculation of any such election even though such election operates, the Final Purchase Price pursuant to applicable Law, to impair Section 1.04 or to extinguish any right (B) the rights and obligations of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit Party, as Purchaser and the case may be, or any security.R&W Insurer under the R&W Insurance Policy. ARTICLE XII MISCELLANEOUS SECTION

Certain Waivers. (a) Except as expressly provided for herein, each Credit Party Borrower hereby irrevocably and --------------- unconditionally waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwisepromptness and diligence, (ii) notice of any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held actions taken by or on behalf of Administrative Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment hereunder or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be discharged or impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver agreement or modification of any provision of any thereof, any default, failure instrument relating hereto or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) To the fullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder thereto except to the extent that otherwise provided herein, (iii) all other notices, demands and protests, and all other formalities of every kind in connection with the Obligations have been indefeasibly paid enforcement of Borrower's obligations hereunder and under the other Loan Documents, the omission of or delay in full in cash and which, but for the Commitments have been terminated. Each Credit Party waives any defense arising out provisions of this Section, might constitute grounds for relieving Borrower of any such election even though such election operatesof its obligations hereunder or under the other Loan Documents, (iv) 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 or take any action against Borrower, Guarantor or any other Person or against any collateral for the Loan, (v) any right or claim of right to cause a marshalling of Borrower's assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of payment by Borrower pursuant to applicable Law, to impair hereto or to extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any other Credit PartyLoan Document. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, as the case may beIN CONNECTION WITH ANY SUIT, or any securityACTION 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.