Common use of General Waivers Clause in Contracts

General Waivers. (i) Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand or action on delinquency, protest, the benefit of any statutes of limitations and, to the fullest extent permitted by law, any notice not provided for herein or under the other Loan Documents, as well as any requirement that at any time any action be taken by any Person against the Borrower, any other guarantor of the Guaranteed Obligations, or any other Person. (ii) Each of the Guarantors waives any and all rights of subrogation, reimbursement, indemnification and contribution, and any other rights and defenses that are or may become available to Guarantors by reason of CC Sections 2787 to 2855, inclusive, 2899 and 3433 including, without limitation, any and all rights or defenses Guarantors may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations or to any other guarantor of any of the Guaranteed Obligations with respect to such guarantor’s obligations under its guaranty, in either case, pursuant to the antideficiency or other laws of this state limiting or discharging the principal’s indebtedness or such other guarantor’s obligations, including, without limitation, California Code of Civil Procedure (“CCP”) Sections 580a, 580b, 580d or 726. (iii) Each of the Guarantors waives all rights and defenses that Guarantors may have because Borrower’s debt is, or at any time may be, secured by real property. This means, among other things: (1) Administrative Agent and Lenders may collect from Guarantors without first foreclosing on any real or personal property collateral (if any) pledged by Borrower; (2) If Administrative Agent or any Lender forecloses on any real property collateral pledged by Borrower: (A) The amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; (B) Administrative Agent and Lenders may collect from Guarantors even if Administrative Agent or any Lender, by foreclosing on the real property collateral, has destroyed any right Guarantors may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantors may have because Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon CCP Sections 580a, 580b, 580d, or 726. (iv) Each of the Guarantors waives all rights and defenses arising out of an election of remedies by Administrative Agent or Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, if any, has destroyed Guarantors’ rights of subrogation and reimbursement against Borrower by the operation of CCP Section 580d or otherwise, and even though that election of remedies by Administrative Agent or Lenders has destroyed Guarantors’ rights of contribution against another guarantor of any of the Guaranteed Obligations. (v) Each of the Guarantors hereby waives any right it might otherwise have under Section 2822 of the California Civil Code or similar law or otherwise to have Borrower designate the portion of any such obligation to be satisfied in the event that Borrower provides partial satisfaction of such obligation. Each of the Guarantors acknowledges and agrees that Borrower may already have agreed with Administrative Agent, or may hereafter agree, that in any such event the designation of the portion of the obligation to be satisfied shall, to the extent not expressly made by the terms of the Loan Documents, be made by Administrative Agent rather than by Borrower. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this Section 5(a).

General Waivers. (i) Each Debtor hereby waives presentment, notice of dishonor and protest of the Guarantors irrevocably Secured Documents. Each Debtor waives acceptance hereofall demands, presentmentnotices and protests of every kind which are not expressly required under this Security Agreement which are permitted by law to be waived, demand and which would, if not waived, impair the Collateral Agent's enforcement of this Security Agreement or action on delinquencyrelease any Collateral from the Collateral Agent's security interest hereunder. By way of example, protestbut not in limitation of the Collateral Agent's rights under this Security Agreement, the benefit of any statutes of limitations and, Collateral Agent does not have to give the fullest extent permitted by law, any Debtors notice not provided for herein or under the other Loan Documents, as well as any requirement that at any time any action be taken by any Person against the Borrower, any other guarantor of the Guaranteed Obligations, or any other Person. (ii) Each of the Guarantors waives any and all rights of subrogation, reimbursement, indemnification and contribution, and any other rights and defenses that are or may become available to Guarantors by reason of CC Sections 2787 to 2855, inclusive, 2899 and 3433 including, without limitation, any and all rights or defenses Guarantors may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations or to any other guarantor of any of the Guaranteed Obligations following: (a) notice of acceptance of this Security Agreement; (b) notice of loans made, credit extended, Collateral received or delivered; (c) any Event of Default; (d) any action which the Collateral Agent does or does not take regarding the Borrowers, the Debtors or any other person or any other collateral securing the Liabilities; (e) except as otherwise provided herein, enforcement of this Security Agreement against the Collateral; or (f) any other action taken in reliance on this Security Agreement. Each Debtor waives all rules of suretyship law and any other law whatsoever which is legally permitted to be waived and which would, if not waived, impair the Collateral Agent's enforcement of its security interests. By way of example, but not in limitation of the Collateral Agent's rights under this Security Agreement, the Collateral Agent or the Lenders, as set forth in the Bank Credit Agreement or the Noteholders, as set forth in the Note Purchase Agreement, as the case may be, may do any of the following without notice to the Debtors except to the extent that notice to the Debtors is required under another Secured Document or in each case in which the agreement of the Debtors is required because any Debtor is a principal party to a Liability and, as a matter of contract, the agreement of the Debtors is required: (a) change, renew or extend the time for repayment of all or any part of the Liabilities; (b) change the rate of interest or any other provisions with respect to such guarantor’s obligations under its guaranty, in either case, pursuant to the antideficiency all or other laws of this state limiting or discharging the principal’s indebtedness or such other guarantor’s obligations, including, without limitation, California Code of Civil Procedure (“CCP”) Sections 580a, 580b, 580d or 726. (iii) Each any part of the Guarantors waives all rights and defenses that Guarantors may have because Borrower’s debt is, or at any time may be, secured by real property. This means, among other things: (1) Administrative Agent and Lenders may collect from Guarantors without first foreclosing on any real or personal property collateral (if any) pledged by BorrowerLiabilities; (2c) If Administrative Agent release, surrender, sell or otherwise dispose of any Lender forecloses on any real money or property which is in the Collateral Agent's possession as collateral pledged by Borrower: (A) The amount of security for the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale priceLiabilities; (Bd) Administrative Agent and Lenders may collect from Guarantors even if Administrative Agent or fail to perfect any Lender, by foreclosing on the real property collateral, has destroyed security interest in any right Guarantors may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantors may have because Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon CCP Sections 580a, 580b, 580d, or 726.Collateral; (ive) Each of the Guarantors waives all rights and defenses arising out of an election of remedies by Administrative Agent delay or Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, if any, has destroyed Guarantors’ rights of subrogation and reimbursement against Borrower by the operation of CCP Section 580d or otherwise, and even though that election of remedies by Administrative Agent or Lenders has destroyed Guarantors’ rights of contribution against another guarantor of refrain from exercising any of the Guaranteed Obligations.Collateral Agent's, Lenders' or Noteholders' rights; (vf) Each settle or compromise any and all claims pertaining to the Liabilities and the Collateral; and (g) apply any money or property of the Guarantors hereby waives Debtors or that of any right it might otherwise have under Section 2822 other party liable to the Collateral Agent for any part of the California Civil Code or similar law or otherwise to have Borrower designate the portion of any such obligation to be satisfied in the event that Borrower provides partial satisfaction of such obligation. Each of the Guarantors acknowledges and agrees that Borrower may already have agreed with Administrative Agent, or may hereafter agree, that Liabilities in any such event order the designation of Collateral Agent or the portion of Lenders or the obligation to be satisfied shallNoteholders, to the extent not expressly made by the terms of the Loan Documentsas applicable, be made by Administrative Agent rather than by Borrowerchoose. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this Section 5(a)EACH DEBTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS SECURITY AGREEMENT OR ANY FACILITY DOCUMENT, AND AGREES THAT ANY SUCH DISPUTE SHALL, AT THE COLLATERAL AGENT'S OPTION, BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. IN ADDITION, EACH DEBTOR WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE BASED UPON ANY STATUTE OF LIMITATIONS OR ANY CLAIM OF DELAY BY THE COLLATERAL AGENT AND ANY SET OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION.

General Waivers. (i) Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand or action on delinquency, protest, the benefit of any statutes of limitations and, to the fullest extent permitted by law, any notice not provided for herein or under the other Loan Documents, as well as any requirement that at any time any action be taken by any Person against the Borrower, any other guarantor of the Guaranteed Obligations, or any other Person. (ii) Each of the Guarantors waives any and all rights of subrogation, reimbursement, indemnification and contribution, and any other rights and defenses that are or may become available to Guarantors by reason of CC Sections 2787 to 2855, inclusive, 2899 and 3433 including, without limitation, any and all rights or defenses Guarantors may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations or to any other guarantor of any of the Guaranteed Obligations with respect to such guarantor’s obligations under its guaranty, in either case, pursuant to the antideficiency or other laws of this state limiting or discharging the principal’s indebtedness or such other guarantor’s obligations, including, without limitation, California Code of Civil Procedure (“CCP”) Sections 580a, 580b, 580d or 726. (iii) Each of the Guarantors waives all rights and defenses that Guarantors may have because Borrower’s debt is, or at any time may be, secured by real property. This means, among other things: (1A) Administrative Agent and Lenders may collect from Guarantors without first foreclosing on any real or personal property collateral (if any) pledged by Borrower; (2B) If Administrative Agent or any Lender forecloses on any real property collateral pledged by Borrower: (A1) The amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; (B2) Administrative Agent and Lenders may collect from Guarantors even if Administrative Agent or any Lender, by foreclosing on the real property collateral, has destroyed any right Guarantors may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantors may have because Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon CCP Sections 580a, 580b, 580d, or 726. (iv) Each of the Guarantors waives all rights and defenses arising out of an election of remedies by Administrative Agent or Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, if any, has destroyed Guarantors’ rights of subrogation and reimbursement against Borrower by the operation of CCP Section 580d or otherwise, and even though that election of remedies by Administrative Agent or Lenders has destroyed Guarantors’ rights of contribution against another guarantor of any of the Guaranteed Obligations. (v) Each of the Guarantors hereby waives any right it might otherwise have under Section 2822 of the California Civil Code or similar law or otherwise to have Borrower designate the portion of any such obligation to be satisfied in the event that Borrower provides partial satisfaction of such obligation. Each of the Guarantors acknowledges and agrees that Borrower may already have agreed with Administrative Agent, or may hereafter agree, that in any such event the designation of the portion of the obligation to be satisfied shall, to the extent not expressly made by the terms of the Loan Documents, be made by Administrative Agent rather than by Borrower. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this Section 5(a).

General Waivers. (i) Each of the Guarantors irrevocably Guarantor hereby waives acceptance hereof, presentmentpresentment to, demand or action on delinquency, protest, of payment from and protest to the benefit Other Loan Parties of any statutes of limitations and, to the fullest extent permitted by law, any notice not provided for herein or under the other Loan Documents, as well as any requirement that at any time any action be taken by any Person against the Borrower, any other guarantor of the Guaranteed Obligations, or and also waives promptness, diligence, notice of acceptance of its guarantee, any other Person. (ii) Each of the Guarantors waives any and all rights of subrogation, reimbursement, indemnification and contribution, and any other rights and defenses that are or may become available to Guarantors by reason of CC Sections 2787 to 2855, inclusive, 2899 and 3433 including, without limitation, any and all rights or defenses Guarantors may have by reason of protection afforded to the principal notice with respect to any of the Guaranteed Obligations and this Agreement and any requirement that the Administrative Agent or any other Finance Party protect, secure, perfect or insure any Lien or any property subject thereto. Each Guarantor further waives any right to require that resort be had by the Administrative Agent or any other Finance Party to any security held for payment of the Guaranteed Obligations or to any balance of any deposit, account or credit on the books of the Administrative Agent or any other guarantor Finance Party in favor of any Borrower, Guarantor or any other Person. Each Guarantor hereby consents and agrees to each of the following to the fullest extent permitted by Law, and agrees that such Guarantor’s obligations under this Agreement shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any rights (including rights to notice) which such Guarantor might otherwise have as a result of or in connection with any of the following: (i) any renewal, extension, modification, increase, decrease, alteration or rearrangement of all or any part of the Guaranteed Obligations or any instrument executed in connection therewith, or any contract or understanding with any Other Loan Party, the Administrative Agent, any other Finance Party, or any of them, or any other Person, pertaining to the Guaranteed Obligations; (ii) any adjustment, indulgence, forbearance or compromise that might be granted or given by the Administrative Agent or any other Finance Party to any Other Loan Party or any other Person liable on the Guaranteed Obligations; or the failure of the Administrative Agent or any other Finance Party to assert any claim or demand or to exercise any right or remedy against any Other Loan Party under the provisions of any Loan Document or otherwise; or any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any Other Loan Party under this Agreement; (iii) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Other Loan Party or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of any Other Loan Party, or any change, restructuring or termination of the corporate structure or existence of any Other Loan Party, or any sale, lease or transfer of any or all of the assets of any Other Loan Party, or any change in the shareholders, partners, or members of any Other Loan Party; or any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; (iv) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including the fact that the Guaranteed Obligations, or any part thereof, exceed the amount permitted by Law, the act of creating the Guaranteed Obligations or any part thereof is ultra ▇▇▇▇▇, the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, the Guaranteed Obligations violate applicable usury laws, any Other Loan Party has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from such Other Loan Party, the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or the documents or instruments pertaining to the Guaranteed Obligations have been forged or otherwise are irregular or not genuine or authentic; (v) any full or partial release of the liability of any Other Loan Party or of any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations or any part thereof, it being recognized, acknowledged and agreed by each Guarantor that such Guarantor may be required to pay the Guaranteed Obligations in full (subject, in the case of Athene Life Re, to Section 2.01(d)) without assistance or support of any other Person, and such Guarantor has not been induced to enter into this Agreement on the basis of a contemplation, belief, understanding or agreement that any party other than the Borrowers will be liable to perform the Guaranteed Obligations, or that the Finance Parties will look to any other party to perform the Guaranteed Obligations; (vi) the taking or accepting of any other security, collateral or guarantee, or other assurance of payment, for all or any part of the Guaranteed Obligations; (vii) the failure of the Administrative Agent, any other Finance Party or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security; (viii) any payment by any Other Loan Party to the Administrative Agent or any other Finance Party being held to constitute a preference under Title 11 of the United States Code or any similar Federal, foreign or state Law, or for any reason the Administrative Agent or any other Finance Party being required to refund such payment or pay such amount to any Other Loan Party or someone else; (ix) any other action taken or omitted to be taken with respect to the Guaranteed Obligations, whether or not such action or omission prejudices any Guarantor or increases the likelihood that any Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it being the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall be obligated to pay the Guaranteed Obligations (subject, in the case of Athene Life Re, to Section 2.01(d)) when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not contemplated, and whether or not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Guaranteed Obligations in cash; (x) the fact that all or any of the Guaranteed Obligations with respect cease to such guarantor’s obligations exist by operation of Law, including by way of a discharge, limitation or tolling thereof under its guarantyapplicable Debtor Relief Laws; (xi) the existence of any claim, in either case, pursuant to the antideficiency set-off or other laws of this state limiting or discharging the principal’s indebtedness or such other guarantor’s obligations, including, without limitation, California Code of Civil Procedure (“CCP”) Sections 580a, 580b, 580d or 726. (iii) Each of the Guarantors waives all rights and defenses that Guarantors right which any Guarantor may have because Borrower’s debt is, or at any time may beagainst any Other Loan Party, secured the Administrative Agent, any other Finance Party or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by real property. This means, among other things:separate suit or compulsory counterclaim; or (1xii) Administrative Agent and Lenders may collect from Guarantors without first foreclosing on any real other circumstance that might in any manner or personal property collateral (if any) pledged by Borrower; (2) If Administrative Agent to any extent otherwise constitute a defense available to, vary the risk of, or any Lender forecloses on any real property collateral pledged by Borrower: (A) The amount operate as a discharge of, such Guarantor as a matter of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more Law or equity other than the sale price; (B) Administrative Agent and Lenders may collect from Guarantors even if Administrative Agent or any Lender, by foreclosing on the real property collateral, has destroyed any right Guarantors may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantors may have because Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon CCP Sections 580a, 580b, 580d, or 726. (iv) Each of the Guarantors waives all rights and defenses arising out of an election of remedies by Administrative Agent or Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, if any, has destroyed Guarantors’ rights of subrogation and reimbursement against Borrower by the operation of CCP Section 580d or otherwise, and even though that election of remedies by Administrative Agent or Lenders has destroyed Guarantors’ rights of contribution against another guarantor of any final payment in full of the Guaranteed Obligations. (v) Each . All waivers herein contained shall be without prejudice to the right of the Guarantors hereby waives any right it might otherwise have under Section 2822 of the California Civil Code or similar law or otherwise to have Borrower designate the portion of any such obligation to be satisfied in the event that Borrower provides partial satisfaction of such obligation. Each of the Guarantors acknowledges and agrees that Borrower may already have agreed with Administrative Agent, or may hereafter agree, that in any such event the designation of the portion of the obligation to be satisfied shall, to the extent not expressly made by the terms of the Loan Documents, be made by Administrative Agent rather than at its option to proceed against any Borrower, any Guarantor or any other Person, whether by Borrower. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this Section 5(a)separate action or by joinder.

General Waivers. The Guarantor covenants and agrees that its guaranty hereunder is a continuing guaranty of the full and timely payment and satisfaction of the Obligations, and not a guaranty of collectibility only, in each case whether the Obligations are now or hereafter existing, acquired or created, and irrespective of the fact that from time to time monies may be advanced, repaid and readvanced, this Guaranty may not be revoked or terminated by the Guarantor until such time as the Obligations shall have been fully paid and satisfied, and each of the Guarantor’s obligations hereunder are and shall be absolute, irrevocable and unconditional and shall survive and remain and continue in full force and effect in accordance with their respective terms and provisions. Without in any way limiting the foregoing, Guarantor hereby absolutely, unconditionally and irrevocably waives each of the following: (a) Any right to require Lenders to (i) Each proceed against Borrower or any other Person, (ii) proceed against or exhaust any security or (iii) pursue any other remedy. Lenders may exercise or not exercise any right or remedy they has against Borrower or any security it holds without affecting Guarantor’s liability hereunder. (b) Any defenses from disability or any invalidity, illegality, non-binding effect or unenforceability (in whole or in part) for any reason whatsoever of the Guarantors irrevocably waives acceptance hereof, presentment, demand Note or action on delinquency, protest, the benefit any other Document or other defense of any statutes of limitations and, to the fullest extent permitted by law, any notice not provided for herein Borrower or under the other Loan Documents, as well as any requirement that at any time any action be taken by any Person against the Borrower, any other guarantor or from the impairment, reduction, release, subordination or cessation of any liabilities of or any security interest in any collateral granted by the Borrower or any other guarantor. (c) Any setoff, defense or counterclaim of the Guaranteed ObligationsGuarantor, the Borrower or any other guarantor against Lenders. (d) Any defense from the absence, impairment or loss of any right of reimbursement or subrogation or any other rights against Borrower. Until Borrower’s obligations to Lenders have been fully paid, Guarantor shall not exercise or enforce any right of subrogation, contribution or reimbursement or other similar rights against Borrower or any other guarantor. (e) Any right to enforce any remedy that Lenders has against Borrower. (f) Any rights to participate in any security held by Lenders. (g) Any notice of acceptance, demands for performance, notices of nonperformance or of new or additional indebtedness incurred by Borrower to Lenders, or any other Personnotice whatsoever. Guarantor is responsible for being and keeping itself informed of Borrower’s financial condition. (iih) Each The benefit of any act or omission by Lenders which directly or indirectly results in or aids the Guarantors waives any and all rights discharge (in whole or in part) of subrogation, reimbursement, indemnification and contribution, and Borrower or any other rights and defenses that are or may become available to Guarantors by reason of CC Sections 2787 to 2855, inclusive, 2899 and 3433 including, without limitation, any and all rights or defenses Guarantors may have by reason of protection afforded to the principal with respect to guarantor from any of the Guaranteed Obligations or to any other guarantor of any of the Guaranteed Obligations with respect to such guarantor’s obligations under its guaranty, in either case, pursuant to the antideficiency or other laws of this state limiting or discharging the principal’s indebtedness or such other guarantor’s obligations, including, without limitation, California Code of Civil Procedure (“CCP”) Sections 580a, 580b, 580d or 726. (iii) Each of the Guarantors waives all rights and defenses that Guarantors may have because Borrower’s debt is, or at any time may be, secured by real property. This means, among other things: (1) Administrative Agent and Lenders may collect from Guarantors without first foreclosing on any real or personal property collateral (if any) pledged by Borrower; (2) If Administrative Agent or any Lender forecloses on any real property collateral pledged by Borrower: (A) The amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; (B) Administrative Agent and Lenders may collect from Guarantors even if Administrative Agent or any Lender, by foreclosing on the real property collateral, has destroyed any right Guarantors may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantors may have because Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon CCP Sections 580a, 580b, 580d, or 726. (iv) Each of the Guarantors waives all rights and defenses arising out of an election of remedies by Administrative Agent or Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, if any, has destroyed Guarantors’ rights of subrogation and reimbursement against Borrower by the operation of CCP Section 580d law or otherwise, and even though that election of remedies by Administrative Agent or Lenders has destroyed Guarantors’ rights of contribution against another guarantor of any of the Guaranteed Obligations. (v) Each of the Guarantors hereby waives any right it might otherwise have under Section 2822 of the California Civil Code or similar law or otherwise to have Borrower designate the portion of any such obligation to be satisfied in the event that Borrower provides partial satisfaction of such obligation. Each of the Guarantors acknowledges and agrees that Borrower may already have agreed with Administrative Agent, or may hereafter agree, that in any such event the designation of the portion of the obligation to be satisfied shall, to the extent not expressly made by the terms of the Loan Documents, be made by Administrative Agent rather than by Borrower. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this Section 5(a).

General Waivers. (i) Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand or action on delinquency, protest, the benefit of any statutes of limitations and, to the fullest extent permitted by law, any notice not provided for herein or under the other Loan Documents, as well as any requirement that at any time any action be taken by any Person against the Borrower, any other guarantor of the Guaranteed Obligations, or any other Person. (ii) Each of the Guarantors waives any and all rights of subrogation, reimbursement, indemnification and contribution, and any other rights and defenses that are or may become available to Guarantors by reason of CC Sections 2787 to 2855, inclusive, 2899 and 3433 including, without limitation, any and all rights or defenses Guarantors may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations or to any other guarantor of any of the Guaranteed Obligations with respect to such guarantor’s obligations under its guaranty, in either case, pursuant to the antideficiency or other laws of this state limiting or discharging the principal’s indebtedness or such other guarantor’s obligations, including, without limitation, California Code of Civil Procedure (“CCP”) Sections 580a, 580b, 580d or 726... (iii) Each of the Guarantors waives all rights and defenses that Guarantors may have because the Borrower’s debt is, or at any time may be, secured by real property. This means, among other things: (1A) the Administrative Agent and Lenders may collect from Guarantors without first foreclosing on any real or personal property collateral (if any) pledged by the Borrower; (2B) If the Administrative Agent or any Lender forecloses on any real property collateral pledged by the Borrower: (A1) The amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; (B2) the Administrative Agent and Lenders may collect from Guarantors even if the Administrative Agent or any Lender, by foreclosing on the real property collateral, has destroyed any right Guarantors may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses the Guarantors may have because the Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon CCP Sections 580a, 580b, 580d, 580d or 726. (iv) Each of the Guarantors waives all rights and defenses arising out of an election of remedies by the Administrative Agent or Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, if any, has destroyed the Guarantors’ rights of subrogation and reimbursement against Borrower by the operation of CCP Section 580d or otherwise, and even though that election of remedies by the Administrative Agent or Lenders has destroyed the Guarantors’ rights of contribution against another guarantor of any of the Guaranteed Obligations. (v) Each of the Guarantors hereby waives any right it might otherwise have under Section 2822 of the California Civil Code or similar law or otherwise to have the Borrower designate the portion of any such obligation to be satisfied in the event that Borrower provides partial satisfaction of such obligation. Each of the Guarantors acknowledges and agrees that the Borrower may already have agreed with Administrative Agent, or may hereafter agree, that in any such event the designation of the portion of the obligation to be satisfied shall, to the extent not expressly made by the terms of the Loan Documents, be made by the Administrative Agent rather than by the Borrower. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this Section 5(a).

General Waivers. (i) Each The Pledgor hereby waives presentment, notice of dishonor and protest of the Guarantors irrevocably Secured Documents. The Pledgor waives acceptance hereofall demands, presentmentnotices and protests of every kind which are not expressly required under this Agreement which are permitted by law to be waived, demand and which would, if not waived, impair the Collateral Agent's enforcement of this Agreement or action on delinquencyrelease any Collateral from the Collateral Agent's security interest hereunder. By way of example, protestbut not in limitation of the Collateral Agent's rights under this Agreement, the benefit Collateral Agent does not have to give the Pledgor notice of any statutes of limitations andthe following: (a) notice of acceptance of this Agreement; (b) notice of loans made, to the fullest extent permitted by lawcredit extended, Collateral received or delivered; (c) any notice not provided for herein or under the other Loan Documents, as well as any requirement that at any time Event of Default; (d) any action be taken by any Person against which the Borrower, any other guarantor of Collateral Agent does or does not take regarding the Guaranteed ObligationsBorrowers, or any other Person.person or any other collateral securing the Liabilities; (iie) Each except as otherwise provided herein, enforcement of this Agreement against the Collateral; or (f) any other action taken in reliance on this Agreement. The Pledgor waives all rules of suretyship law and any other law whatsoever which is legally permitted to be waived and which would, if not waived, impair the Collateral Agent's enforcement of its security interests. The Pledgor waives any right to notice of any action the Collateral Agent may take with respect to the Collateral. By way of example, but not in limitation of the Guarantors waives Collateral Agent's rights under this Agreement, and without affecting the liability of the Pledgor to the Collateral Agent, the Collateral Agent or the Lenders, as set forth in the Bank Credit Agreement or the Noteholders, as set forth in the Note Purchase Agreement, as the case may be, may do any of the following without notice to the Pledgor except to the extent that notice to the Pledgor is required under another Secured Document or in each case in which the agreement of the Pledgor is required because the Pledgor is a principal party to a Liability and, as a matter of contract, the agreement of the Pledgor is required: (a) change, renew or extend the time for repayment of all or any part of the Liabilities; (b) change the rate of interest or any other provisions with respect to all or any part of the Liabilities; (c) release, surrender, sell or otherwise dispose of any money or property which is in the Collateral Agent's possession as collateral security for the Liabilities; (d) fail to perfect any security interest in any Collateral; (e) delay or refrain from exercising any of the Collateral Agent's, Lenders' or Noteholders' rights; (f) settle or compromise any and all rights of subrogation, reimbursement, indemnification and contribution, and any other rights and defenses that are or may become available to Guarantors by reason of CC Sections 2787 to 2855, inclusive, 2899 and 3433 including, without limitation, any and all rights or defenses Guarantors may have by reason of protection afforded claims pertaining to the principal with respect to any of Liabilities and the Guaranteed Obligations or to any other guarantor of any of the Guaranteed Obligations with respect to such guarantor’s obligations under its guaranty, in either case, pursuant to the antideficiency or other laws of this state limiting or discharging the principal’s indebtedness or such other guarantor’s obligations, including, without limitation, California Code of Civil Procedure (“CCP”) Sections 580a, 580b, 580d or 726. (iii) Each of the Guarantors waives all rights and defenses that Guarantors may have because Borrower’s debt is, or at any time may be, secured by real property. This means, among other things: (1) Administrative Agent and Lenders may collect from Guarantors without first foreclosing on any real or personal property collateral (if any) pledged by BorrowerCollateral; (2g) If Administrative apply any money or property of the Pledgor or that of any other party liable to the Collateral Agent for any part of the Liabilities in any order the Collateral Agent or any Lender forecloses on any real property collateral pledged by Borrower:the Lenders or the Noteholders, as applicable, choose; and (Ah) The amount of release or discharge any party liable to the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; (B) Administrative Collateral Agent and Lenders may collect from Guarantors even if Administrative Agent in whole or any Lender, by foreclosing on the real property collateral, has destroyed any right Guarantors may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantors may have because Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon CCP Sections 580a, 580b, 580d, or 726. (iv) Each of the Guarantors waives all rights and defenses arising out of an election of remedies by Administrative Agent or Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect to security in part for the Guaranteed ObligationsLiabilities or accept any additional parties or guarantors. THE PLEDGOR HEREBY KNOWINGLY, if anyVOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY SECURED DOCUMENT, has destroyed Guarantors’ rights of subrogation and reimbursement against Borrower by the operation of CCP Section 580d or otherwiseAND AGREES THAT ANY SUCH DISPUTE SHALL, and even though that election of remedies by Administrative Agent or Lenders has destroyed Guarantors’ rights of contribution against another guarantor of any of the Guaranteed ObligationsAT THE COLLATERAL AGENT'S OPTION, BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. IN ADDITION, THE PLEDGOR WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE BASED UPON ANY STATUTE OF LIMITATIONS OR ANY CLAIM OF DELAY BY THE COLLATERAL AGENT AND ANY SET OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION. (v) Each of the Guarantors hereby waives any right it might otherwise have under Section 2822 of the California Civil Code or similar law or otherwise to have Borrower designate the portion of any such obligation to be satisfied in the event that Borrower provides partial satisfaction of such obligation. Each of the Guarantors acknowledges and agrees that Borrower may already have agreed with Administrative Agent, or may hereafter agree, that in any such event the designation of the portion of the obligation to be satisfied shall, to the extent not expressly made by the terms of the Loan Documents, be made by Administrative Agent rather than by Borrower. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this Section 5(a).

General Waivers. Guarantor hereby expressly waives (ia) Each of the Guarantors irrevocably waives acceptance hereofdiligence, presentment, demand or action on delinquencyfor payment, protest, the benefit of any statutes statute of limitations and, to the fullest extent permitted by law, any notice not provided for herein or affecting Borrower's liability under the other Loan Documents, as well as any requirement that at any time any action be taken by any Person against Documents or the Borrower, any other guarantor enforcement of the Guaranteed Obligations, or any other Person. this Guaranty; (iib) Each of the Guarantors waives any and all rights of subrogation, reimbursement, indemnification and contribution, and any other rights and defenses that are or may become available to Guarantors by reason of CC Sections 2787 to 2855, inclusive, 2899 and 3433 including, without limitation, any and all rights or defenses Guarantors may have by reason of protection afforded to the principal with respect discharge due to any disability of the Guaranteed Obligations or to any other guarantor of any of the Guaranteed Obligations with respect to such guarantor’s obligations under its guaranty, in either case, pursuant to the antideficiency or other laws of this state limiting or discharging the principal’s indebtedness or such other guarantor’s obligationsBorrower; (c) all notices whatsoever, including, without limitation, California Code notice of Civil Procedure acceptance of this Guaranty and the incurring of the Liabilities; and (“CCP”d) Sections 580aany requirement that Agent or Lenders exhaust any right, 580bpower or remedy or proceed against Borrower or any other security for, 580d or 726. any other guarantor of, or any other party liable for, any of the Liabilities, or any portion thereof. Guarantor specifically agrees that it shall not be necessary or required, and Guarantor shall not be entitled to require, that Agent or Lenders (i) file suit or proceed to assert or obtain a claim for personal judgment against Borrower, for all or any part of the Liabilities; (ii) make any effort at collection or enforcement of all or any part of the Liabilities from the Borrower; (iii) Each foreclose against or seek to realize upon the Collateral or any other security now or hereafter existing for all or any part of the Guarantors waives all rights and defenses that Guarantors may have because Borrower’s debt is, or at any time may be, secured by real property. This means, among other things: (1) Administrative Agent and Lenders may collect from Guarantors without first foreclosing on any real or personal property collateral (if any) pledged by Borrower; (2) If Administrative Agent or any Lender forecloses on any real property collateral pledged by Borrower: (A) The amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; (B) Administrative Agent and Lenders may collect from Guarantors even if Administrative Agent or any Lender, by foreclosing on the real property collateral, has destroyed any right Guarantors may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantors may have because Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon CCP Sections 580a, 580b, 580d, or 726. Liabilities; (iv) Each file suit or proceed to obtain or assert a claim for personal judgment against Guarantor or any other guarantor or other party liable for all or any part of the Guarantors waives all rights and defenses arising out of an election of remedies by Administrative Agent Liabilities; (v) exercise or Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect assert any other right or remedy to security for the Guaranteed Obligations, if any, has destroyed Guarantors’ rights of subrogation and reimbursement against Borrower by the operation of CCP Section 580d or otherwise, and even though that election of remedies by Administrative which Agent or Lenders has destroyed Guarantors’ rights of contribution against another guarantor of any of the Guaranteed Obligations. (v) Each of the Guarantors hereby waives any right it might otherwise have under Section 2822 of the California Civil Code or similar law or otherwise to have Borrower designate the portion of any such obligation to be satisfied in the event that Borrower provides partial satisfaction of such obligation. Each of the Guarantors acknowledges and agrees that Borrower may already have agreed with Administrative Agent, are or may hereafter agree, that be entitled in connection with the Liabilities or any such event security or guaranty relating thereto to assert; or (vi) file any claim against assets of Borrower before or as a condition of enforcing the designation liability of the portion of the obligation to be satisfied shall, to the extent not expressly made by the terms of the Loan Documents, be made by Administrative Agent rather than by BorrowerGuarantor under this Guaranty. No other provision of this Guaranty shall be construed as Without limiting the generality of any the foregoing, Guarantor expressly waives the benefit of the covenants California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and waivers set forth in this Section 5(a)1432.

General Waivers. Pledgor hereby expressly waives (ia) Each of the Guarantors irrevocably waives acceptance hereofdiligence, presentment, demand or action on delinquencyfor payment, protest, benefit of any statute of limitations affecting Borrower’s liability under the Loan Documents or the enforcement of this Pledge Agreement; (b) discharge due to any disability of Borrower; (c) any defenses of Borrower to obligations under the Loan Documents not arising under the express terms of the Loan Documents or from a material breach thereof by Banks or Agent which under the law has the effect of discharging Borrower from the Guaranty Obligations as to which this Pledge Agreement is sought to be enforced; (d) the benefit of any statutes act or omission by Banks or Agent which directly or indirectly results in or aids the discharge of limitations and, to the fullest extent permitted by law, any notice not provided for herein or under the other Loan Documents, as well as any requirement that at any time any action be taken by any Person against the Borrower, any other guarantor of the Guaranteed Obligations, or any other Person. (ii) Each of the Guarantors waives any and all rights of subrogation, reimbursement, indemnification and contribution, and any other rights and defenses that are or may become available to Guarantors by reason of CC Sections 2787 to 2855, inclusive, 2899 and 3433 including, without limitation, any and all rights or defenses Guarantors may have by reason of protection afforded to the principal with respect to Borrower from any of the Guaranteed Guaranty Obligations by operation of law or to any other guarantor of any of the Guaranteed Obligations with respect to such guarantor’s obligations under its guaranty, in either case, pursuant to the antideficiency or other laws of this state limiting or discharging the principal’s indebtedness or such other guarantor’s obligationsotherwise; (e) all notices whatsoever, including, without limitation, California Code notice of Civil Procedure acceptance of this Pledge Agreement and the incurring of the Guaranty Obligations; and (“CCP”f) Sections 580aany requirement that Banks and Agent exhaust any right, 580bpower or remedy or proceed against Borrower or any other security for, 580d or 726. any other guarantor of, or any other party liable for, any of the Guaranty Obligations or any portion thereof. Pledgor specifically agrees that it shall not be necessary or required, and Pledgor shall not be entitled to require, that Banks or Agent (i) file suit or proceed to assert or obtain a claim for personal judgment against Borrower for the Guaranty Obligations; (ii) make any effort at collection or enforcement of the Guaranty Obligations from Borrower; (iii) Each of the Guarantors waives all rights and defenses that Guarantors may have because Borrower’s debt is, file suit or at any time may be, secured by real property. This means, among other things: (1) Administrative Agent and Lenders may collect from Guarantors without first foreclosing on any real proceed to obtain or assert a claim for personal property collateral (if any) pledged by Borrower; (2) If Administrative Agent judgment against Pledgor or any Lender forecloses on any real property collateral pledged by Borrower: (A) The amount of guarantor or other party liable for the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; (B) Administrative Agent and Lenders may collect from Guarantors even if Administrative Agent or any Lender, by foreclosing on the real property collateral, has destroyed any right Guarantors may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantors may have because Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon CCP Sections 580a, 580b, 580d, or 726. Guaranty Obligations; (iv) Each make any effort at collection of the Guarantors waives all rights and defenses arising out of an election of remedies by Administrative Agent or Lenders, even though that election of remedies, Guaranty Obligations from any such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, if any, has destroyed Guarantors’ rights of subrogation and reimbursement against Borrower by the operation of CCP Section 580d or otherwise, and even though that election of remedies by Administrative Agent or Lenders has destroyed Guarantors’ rights of contribution against another guarantor of any of the Guaranteed Obligations. party; (v) Each of the Guarantors hereby waives exercise or assert any other right it might otherwise have under Section 2822 of the California Civil Code or similar law or otherwise remedy to have Borrower designate the portion of any such obligation to be satisfied in the event that Borrower provides partial satisfaction of such obligation. Each of the Guarantors acknowledges which Banks and agrees that Borrower may already have agreed with Administrative Agent, Agent are or may hereafter agree, that be entitled in connection with the Guaranty Obligations or any such event security or guaranty relating thereto; or (vi) file or assert any claim against assets of Borrower before or as a condition of enforcing the designation liability of the portion of the obligation to be satisfied shall, to the extent not expressly made by the terms of the Loan Documents, be made by Administrative Agent rather than by Borrower. No other provision of Pledgor under this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this Section 5(a)Pledge Agreement.