Common use of Certain Waivers Clause in Contracts

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor The Parent waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Secured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantorthe Parent’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantorthe Parent’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor The Parent expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor Holdings waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Secured Party) of the liability of the BorrowerBorrowers; (b) any defense based on any claim that such Guarantor’s Holdings’ obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such Guarantor’s Holdings’ liability hereunder; (d) any right to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor Holdings expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor Holdings waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Secured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s Holdings’ obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s Holdings’ liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Loan Obligations, or pursue any other remedy in the power of any Credit Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor Holdings expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Loan Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Loan Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor Holdings waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Secured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s Holdings’ obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s Holdings’ liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor Holdings expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Secured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor Holdings waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Guarantied Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s Holdings’ obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s Holdings’ liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Guarantied Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Guarantied Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor Holdings expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided belowHoldings waives any rights and defenses that are or may become available to Holdings by reason of §§ 2787 to 2855, this Guaranty shall be governed byinclusive, and construed in accordance with, the laws §§ 2899 and 3433 of the State of New YorkCalifornia Civil Code.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Secured Party) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Secured Party) of the liability of the BorrowerBorrowers; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws Laws of the State of New York.

Certain Waivers. Each Guarantor waives Guarantors waive (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor (other than the defense of payment in full), or the cessation from any cause whatsoever (including any act or omission of any Credit PartyLender) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s Guarantors’ obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s Guarantors’ liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Party Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit PartyLender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor Holdings waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Secured Party) of the liability of the BorrowerBorrowers; (b) any defense based on any claim that such Guarantor’s Holdings’ obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such Guarantor’s Holdings’ liability hereunder; (d) any right to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor Holdings expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor CSC Holdings waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Secured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s CSC Holdings’ obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s CSC Holdings’ liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor CSC Holdings expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Guaranteed Party) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, Borrower or pursue any other remedy in the power of any Credit Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Guaranteed Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor The Company waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor (other than defense of payment or performance), or the cessation from any cause whatsoever (including any act or omission of any Credit Creditor Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantorthe Company’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Creditor Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than defense of payment or performance). Each Guarantor The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower applicable or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Secured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, Borrower proceed against or exhaust any security for the Obligations, Obligations or pursue any other remedy in the power of any Credit Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Secured Party; and (f) to the fullest extent permitted by lawLaw, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, Obligations and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor Holdings waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Secured Party) of the liability of the BorrowerBorrowers; (b) any defense based on any claim that such Guarantor’s Holdings' obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such Guarantor’s Holdings' liability hereunder; (d) any right to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor Holdings expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Partythe Lender) of the liability of the any Borrower; (b) any defense based on any claim that such the Guarantor’s 's obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s 's liability hereunder; (d) any right to proceed against the any Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Lender's power of any Credit Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Partythe Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor The Parent waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Partythe Lender) of the liability of the Borrower; (b) any defense based on any claim that such Guarantorthe Parent’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantorthe Parent’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Party the Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Partythe Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than indefeasible payment in full in cash of the Obligations). Each Guarantor The Parent expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided belowherein, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Partythe Lender) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Lender’s power of any Credit Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Partythe Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor Holdings waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Secured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s Holdings’ obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s Holdings’ liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the power of any Credit Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor Holdings expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor Holdings waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Secured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s Holdings' obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s Holdings' liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the power of any Credit Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor Holdings expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor Holdings waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Secured Party) of the liability of the any Borrower; (b) any defense based on any claim that such Guarantor’s Holdings’ obligations exceed or are more burdensome than those of the applicable Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s Holdings’ liability hereunder; (d) any right to proceed against the either Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the payment in full of all Obligations and the termination of all Commitments in accordance herewith. Each Guarantor For so long as any Obligations remain outstanding, Holdings expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives (ai) any defense arising by reason of any disability or other defense of the Borrower Issuer or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Partythe Noteholder) of the liability of the BorrowerIssuer; (bii) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerIssuer; (ciii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (div) any right to require the Noteholder to proceed against the BorrowerIssuer, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Noteholder’s power of any Credit Party whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by any Credit Partythe Noteholder; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor The Parent waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit PartyLender) of the liability of the BorrowerBorrowers; (b) any defense based on any claim that such Guarantorthe Parent’s obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such Guarantorthe Parent’s liability hereunder; (d) any right to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Party Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit PartyLender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor The Parent expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty Agreement or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Party) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor The Company waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit PartyLender) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s the Company’ obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s the Company’ liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Party Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit PartyLender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor Parent waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of any Credit Secured Party) of the liability of the Borrower; (b) any defense based on any claim that such GuarantorParent’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such GuarantorParent’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor Parent expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantorguarantors, or the cessation from any cause whatsoever (including any act or omission of any Credit Lender Party) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Credit Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Credit Lender Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than full payment and performance). Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.