Common use of Waiver of Rights Clause in Contracts

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.

Waiver of Rights. The Seller expressly waives Guarantors shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantors and without notice to the fullest extent permitted by applicable Law: (a) notice of acceptance of the Seller Guaranty or further assent by the Purchasers and the Administrative Agent; (b) presentment and Guarantors, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Investors, Agent or any Lender may be rescinded by such party and notice any of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtainingcontinued, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing and the Guaranteed Obligations, or the Purchasers liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Investors, Agent or any Lender, and the Credit Agreement, the Participation Agreement and the other Operative Agreements may be amended, modified, supplemented or terminated, in whole or in part, as the Agent (or the Administrative Required Lenders, as the case may be) may deem advisable from time to time in accordance with the terms thereof, and any collateral security, guarantee or right of offset at any time held by the Investors, Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to Lender for the Sold Assets or payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Investors, Agent nor any Lender shall have any obligation to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Guaranteed Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against the Guarantors, the Investors, Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and (k) any failure by the Investors, Agent or any Lender to make any such demand or to collect any payments from the fullest extent permitted by applicable LawBorrower or any other guarantor or any release of the Borrower or such other guarantor shall not relieve the Guarantors from their obligations under this Guarantee, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Investors, Agent or any Lender against the Guarantors. For the purposes hereof "demand" shall include the commencement and continuance of this Agreement and the Seller Guarantyany legal proceedings.

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.

Waiver of Rights. The Seller expressly waives Guarantor shall remain fully obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor and without notice to the fullest extent permitted by applicable Law: (a) notice of acceptance of the Seller Guaranty or further assent by the Purchasers and the Administrative Agent; (b) presentment and Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by any Beneficiary may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers liability of any other party upon or the Administrative Agent subordinatingfor any part thereof, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement collateral security or instrument related guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Beneficiary and any Relevant Document and/or any collateral security document or other guarantee or document in connection therewith, may be amended, modified, supplemented or terminated, in whole or in part, as the Sold Assets parties thereto may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by any beneficiary for the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative AgentObligations may be sold, the Purchasers exchanged, waived, surrendered or released. No beneficiary shall have any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other lien at any time held by it as security interest for the Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against the Guarantor, a Beneficiary may, but shall be under no obligation to, make a similar demand on the Transferee or any other guarantor, and (k) any failure by a Beneficiary to make any such demand or to collect any payments from the fullest extent permitted by applicable LawTransferee or any such other guarantor or any release of the Transferee or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of any Beneficiary against the terms Guarantor. For purposes hereof, "demand" shall include the commencement and continuance of this any legal proceedings. The Guarantor represents and warrants that it owns, directly or indirectly, at least the portion of the capital stock of the Transferee required by the Refunding Agreement and that, except as otherwise provided in Section 5 hereof, its obligations hereunder shall continue unimpaired, even if the Seller GuarantyGuarantor no longer owns, directly or indirectly, such portion of the capital stock of the Transferee.

Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Buyer and the Administrative Agentof all extensions of credit, loans or advances to or purchases from Seller by Buyer; (b) diligence, presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantor Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to Guarantor or to any other party with respect to the Guaranteed Obligations Guarantor Liabilities or with respect to any collateral, security or property therefor; (d) notice of the Purchasers or the Administrative Agent Buyer obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantor Liabilities, the Repurchase Agreement, any other Transaction Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantor Liabilities or the Guaranty, or the Purchasers or the Administrative Agent Buyer subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by Seller, Buyer or any other Person of any other loan, purchase, credit or security agreement or document or of Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Transaction Documents or in connection with any purchase of Seller’s or such other Person’s property or assets; (f) except as otherwise required pursuant to the Repurchase Agreement, notice of the occurrence of any breach by Seller or any other Person or of any Event of Default; (g) except as otherwise required pursuant to the Repurchase Agreement, notice of Buyer’s transfer, disposition, assignment, sale, pledge or participation of the Guarantor Liabilities, the Purchased Loans, the Transaction Documents, the Purchased Loan Documents, or any collateral, security or property for the Guaranty or the Guarantor Liabilities or any portion of the foregoing; (h) except as otherwise required pursuant to the Repurchase Agreement, notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Loans or any collateral, security or property for the Guaranty or the Guarantor Liabilities; (i) notice of the protest, proof of non-payment or default by Seller or any other Person; (j) except as otherwise required pursuant to the Repurchase Agreement, any other action at any time taken or omitted by Buyer, and, generally, all demands and notices of every kind in connection with this Guaranty, the Transaction Documents, the Guarantor Liabilities, the Purchased Loans, any collateral, security or property for the Guaranty or the Guarantor Liabilities, the Purchased Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantor Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; (m) any right to require the Administrative Agent or any Purchaser assert against A&R Limited Guaranty (Citibank and Northstar) Buyer, as a condition of payment defense, counterclaim, set-off or performance by the Seller, to (A) proceed against any Obligorcross-claim, any Originatordefense (legal or equitable), the Master Servicerdisability, the Indemnification set-off, counterclaim or claim of any kind or nature whatsoever that any Guarantor or any other Person, Seller may now or hereafter have against Buyer (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsGuarantor Liabilities), Seller or any other Person, but such waiver shall not prevent Guarantor from asserting against Buyer in a separate action, any claim, action, cause of action or demand that Guarantor might have, whether or not arising out of this Guaranty; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kn) to the fullest extent permitted by applicable Requirement of Law, the right (if any) to revoke this Guaranty as to any defenses future Guarantor Liabilities; and (o) any right at any time to insist upon, plead or benefits that may be derived from in any manner whatsoever claim or afforded by applicable Law which limit take the liability benefit or advantage of any appraisal, valuation, stay, extension, marshalling of assets or exonerate guarantors or suretiesredemption laws, or exemption, whether now or at any time hereafter in force, which may conflict delay, prevent or otherwise effect the performance by Guarantor of the Guarantor Liabilities or the enforcement by Buyer of the Guarantor Liabilities or this Guaranty. It shall not be necessary for Buyer (and Guarantor hereby waives any rights which Guarantor may have to require Buyer), in order to enforce the obligations of Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against Seller, others liable on the Guarantor Liabilities, the Underlying Obligors or any other Person, (ii) enforce Buyer’s rights or exhaust its remedies under or with respect to the terms of this Agreement Purchased Loan Documents and the collateral and property secured thereby, the Purchased Loans or any collateral, security or property which shall ever have been given to secure the Transaction Documents or the Guarantor Liabilities, (iii) enforce Buyer’s rights against any other guarantors of the Guarantor Liabilities, (iv) join Seller or others liable on the Guarantor Liabilities or any other Person in any action seeking to enforce this Guaranty, (v) mitigate damages, take any other action to reduce, collect or enforce the Guarantor Liabilities or to pursue or refrain from pursuing any right or remedy which might benefit Guarantor or (vi) resort to any other means of obtaining payment of the Guarantor Liabilities.

Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Buyer and the Administrative Agentof all extensions of credit, loans or advances to or purchases from Seller by Buyer; (b) diligence, presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantor Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to Guarantor or to any other party with respect to the Guaranteed Obligations Guarantor Liabilities or with respect to any collateral, security or property therefor; (d) notice of the Purchasers or the Administrative Agent Buyer obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantor Liabilities, the Repurchase Agreement, any other Repurchase Document, the Pledged Collateral, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantor Liabilities or the Guaranty, or the Purchasers or the Administrative Agent Buyer subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by Seller, Buyer or any other Person of any other loan, purchase, credit or security agreement or document or of Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Repurchase Documents or in connection with any purchase of Seller’s or such other Person’s property or assets; (f) except as otherwise required pursuant to the Repurchase Agreement, notice of the occurrence of any breach by Seller, Pledgor or any other Person or of any Event of Default; (g) except as otherwise required pursuant to the Repurchase Agreement, notice of Buyer’s transfer, disposition, assignment, sale, pledge or participation of the Guarantor Liabilities, the Purchased Assets, the Pledged Collateral, the Repurchase Documents, the Mortgage Loan Documents, or any collateral, security or property for the Guaranty or the Guarantor Liabilities or any portion of the foregoing; (h) except as otherwise required pursuant to the Repurchase Agreement, notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Asset, the Pledged Collateral or any collateral, security or property for the Guaranty or the Guarantor Liabilities; (i) notice of the protest, proof of non—payment or default by Seller or any other Person; (j) except as otherwise required pursuant to the Repurchase Agreement, any other action at any time taken or omitted by Buyer, and, generally, all demands and notices of every kind in connection with this Guaranty, the Repurchase Documents, the Guarantor Liabilities, the Purchased Assets, the Pledged Collateral, any collateral, security or property for the Guaranty or the Guarantor Liabilities, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantor Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; (m) any right to require the Administrative Agent or any Purchaser assert against Buyer, as a condition of payment defense, counterclaim, set—off or performance by the Seller, to (A) proceed against any Obligorcross—claim, any Originatordefense (legal or equitable), the Master Servicerdisability, the Indemnification Guarantor set—off, counterclaim or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance claim of any deposit accountkind or nature whatsoever that any Guarantor, securities account Seller or credit on the books of the Administrative Agent, the Purchasers Pledgor may now or any other Person, or hereafter have against Buyer (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsGuarantor Liabilities), Seller, Pledgor or any other Person, but such waiver shall not prevent Guarantor from asserting against Buyer in a separate action, any claim, action, cause of action or demand that Guarantor might have, whether or not arising out of this Guaranty; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kn) to the fullest extent permitted by applicable Requirements of Law, the right (if any) to revoke this Guaranty as to any defenses future Guarantor Liabilities; and (o) any right at any time to insist upon, plead or benefits that may be derived from in any manner whatsoever claim or afforded by applicable Law which limit take the liability benefit or advantage of any appraisal, valuation, stay, extension, marshalling of assets or exonerate guarantors or suretiesredemption laws, or exemption, whether now or at any time hereafter in force, which may conflict delay, prevent or otherwise effect the performance by Guarantor of the Guarantor Liabilities or the enforcement by Buyer of the Guarantor Liabilities or this Guaranty. It shall not be necessary for Buyer (and Guarantor hereby waives any rights which Guarantor may have to require Buyer), in order to enforce the obligations of Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against Seller, Pledgor, others liable on the Guarantor Liabilities, the Underlying Obligors or any other Person, (ii) enforce Buyer’s rights or exhaust its remedies under or with respect to the terms of this Agreement Mortgage Loan Documents and the Seller collateral and property secured thereby, the Purchased Assets, the Pledged Collateral or any collateral, security or property which shall ever have been given to secure the Repurchase Documents or the Guarantor Liabilities, (iii) enforce Buyer’s rights against any other guarantors of the Guarantor Liabilities, (iv) join Seller, Pledgor others liable on the Guarantor Liabilities or any other Person in any action seeking to enforce this Guaranty, (v) mitigate damages, take any other action to reduce, collect or enforce the Guarantor Liabilities or to pursue or refrain from pursuing any right or remedy which might benefit Guarantor or (vi) resort to any other means of obtaining payment of the Guarantor Liabilities.

Waiver of Rights. The Seller expressly waives Company shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Company, and without notice to the fullest extent permitted by applicable Law: (a) notice of acceptance of the Seller Guaranty or further assent by the Purchasers and the Administrative Agent; (b) presentment and Company, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by any Agent or Lender may be rescinded by such Agent or such Lender, and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligorother party upon or for any part thereof, any Originator, the Master Servicer, the Indemnification Guarantor or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Agent or Lender, and any Loan Documents and any other Person documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the provisions thereof as any Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any cause other than collateral security, guarantee or right of offset at any time held by any Agent or Lender for the payment in full of the Sold Assets and the Guaranteed Obligations; (h) Obligations may be sold, exchanged, waived, surrendered or released. No Agent or Lender shall have any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Agreement or any property subject thereto; and (k) to . When making any demand hereunder against the fullest extent permitted by applicable LawCompany, any defenses Agent or benefits that may Lender may, but shall be derived under no obligation to, make a similar demand on the Borrowers or any other guarantor, and any failure by any Agent or Lender to make any such demand or to collect any payments from the Borrowers or afforded by applicable Law which limit any such other guarantor or any release of the liability Borrowers or such other guarantor shall not relieve the Company of its obligations or exonerate guarantors liabilities hereunder, and shall not impair or suretiesaffect the rights and remedies, express or implied, or which may conflict with as a matter of law, of any Agent or Lender against the terms Company. For the purposes hereof "demand" shall include the commencement and continuance of this Agreement and the Seller Guarantyany legal proceedings.

Waiver of Rights. The Seller expressly waives Guarantors shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantors and without notice to the fullest extent permitted by applicable Law: (a) notice of acceptance of the Seller Guaranty or further assent by the Purchasers and the Administrative Agent; (b) presentment and Guarantors, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Certificate Holders, Indenture Trustee, Collateral Agent or any Securityholder may be rescinded by such party and notice any of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtainingcontinued, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing and the Guaranteed Obligations, or the Purchasers liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Certificate Holders, Indenture Trustee, Collateral Agent or any Securityholder, and the Indenture, the Participation Agreement and the other Operative Agreements may be amended, modified, supplemented or terminated, in whole or in part, as the Indenture Trustee (or the Administrative Required Holders, as the case may be) may deem advisable from time to time in accordance with the terms thereof, and any collateral security, guarantee or right of offset at any time held by the Certificate Holders, Indenture Trustee, Collateral Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to Securityholder for the Sold Assets or payment of the Guaranteed Obligations to which may be sold, exchanged, waived, surrendered or released. None of the Seller might otherwise be entitled; (f) any right to require Certificate Holders, the Administrative Indenture Trustee, the Collateral Agent or any Purchaser as a condition of payment or performance by the Seller, Securityholder shall have any obligation to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Guaranteed Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against the Guarantors, the Certificate Holders, Indenture Trustee, Collateral Agent or any Securityholder may, but shall be under no obligation to, make a similar demand on the Lessor, the Lessee or any other guarantor, and (k) any failure by the Certificate Holders, Indenture Trustee, Collateral Agent or any Securityholder to make any such demand or to collect any payments from the fullest extent permitted by applicable LawLessor, the Lessee or any defenses other guarantor or benefits that may be derived any release of the Lessor, the Lessee or such other guarantor shall not relieve the Guarantors from their obligations under this Guarantee, and shall not impair or afforded by applicable Law which limit affect the liability of rights and remedies, express or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Certificate Holders, Indenture Trustee, Collateral Agent or any Securityholder against the Guarantors. For the purposes hereof "demand" shall include the commencement and continuance of this Agreement and the Seller Guarantyany legal proceedings.

Waiver of Rights. The Seller Each Guarantor expressly waives to the fullest extent permitted by applicable Lawwaives: (a) notice of acceptance of the Seller Guaranty this Guarantee by the Purchasers and the Administrative Agent, the Lenders or any other Guarantor and of all extensions of credit, loans or advances to or purchases from the Borrowers by the Administrative Agent or the Lenders; (b) presentment and demand for payment or performance of any of the Guaranteed Guarantee Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to such Guarantor or to any other Person with respect to the Guaranteed Guarantee Obligations or with respect to any collateral, security or Property therefor; (d) notice of the Purchasers Administrative Agent or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantee Obligations, the Credit Agreement, any other Credit Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed Obligations, Guarantee Obligations or the Purchasers Guarantee, or the Administrative Agent or the Lenders subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by the Borrowers, the Administrative Agent, the Lenders or any other Person of any other loan, purchase, credit or security agreement or document or of the Borrowers’ or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Credit Documents or in connection with any purchase of the Borrowers’ or such other Person’s Property or assets; (f) notice of any kind concerning the assets, liabilities, financial condition, creditworthiness, businesses, prospects or other affairs of the Borrowers or any other Person; (g) notice of the occurrence of any breach by the Borrowers, the Pledgors, any other Credit Party or any other Person or of any Event of Default; (h) notice of the Administrative Agent’s or the Lenders’ transfer, disposition, assignment, sale, pledge or participation of the Guarantee Obligations, the Collateral, the Pledged Collateral, the Credit Documents, the Mortgage Loan Documents, or any collateral, security or Property for the Guarantee or the Guarantee Obligations or any portion of the foregoing; (i) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations; (j) notice of the protest, proof of non–payment or default by the Borrowers or any other Person; (k) any other action at any time taken or omitted by the Administrative Agent or the Lenders, and, generally, all demands and notices of every kind in connection with this Guarantee, the Credit Documents, the Guarantee Obligations, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guarantee or the Guarantee Obligations and the obligations hereby guaranteed; (l) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fm) demand for payment under this Guarantee; and (n) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed assert against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) Lenders, as a defense, counterclaim, set–off or cross–claim, any defense arising by reason of the incapacity(legal or equitable), lack of authority set–off, counterclaim or any disability or other defense claim of any Obligor, any Originator, kind or nature whatsoever that the Master Servicer, Guarantor may now or hereafter have against the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity Administrative Agent or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause Lenders (other than payment in full of the Sold Assets Guarantee Obligations), the Borrowers or any other Person. It shall not be necessary for the Administrative Agent or the Lenders (and each Guarantor hereby waives any rights which such Guarantor may have to require the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that Administrative Agent or the obligation Lenders), in order to enforce the obligations of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; each Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against the Borrowers, the Pledgors, any defense based upon other Credit Party, others liable on the Guarantee Obligations, the Obligors or any other Person, (ii) enforce the Administrative Agent’s or the Lenders’ rights or exhaust its remedies under or with respect to the Mortgage Loan Documents and the collateral and Property secured thereby, the Collateral, the Pledged Collateral or any Purchaser’s errors collateral, security or omissions in Property which shall ever have been given to secure the administration of the Sold Assets Guarantee or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Guarantee Obligations, (Biii) enforce the benefit of any statute of limitations affecting the SellerAdministrative Agent’s liability under the Seller Guaranty or the enforcement Lenders’ rights against any other guarantors of the Seller GuarantyGuarantee Obligations, (Civ) any rights to set-offsjoin the Borrowers, recoupments and counterclaims, and (D) promptness, diligence and any requirement that others liable on the Administrative Agent and the Purchasers protect, secure, perfect Guarantee Obligations or insure any other security interest Person in any action seeking to enforce this Guarantee, (v) mitigate damages or lien take any other action to reduce, collect or enforce the Guarantee Obligations or (vi) resort to any property subject thereto; and (k) to other means of obtaining payment of the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller GuarantyGuarantee Obligations.

Waiver of Rights. The Seller expressly waives Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to the fullest extent permitted or further assent by applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by Administrative Agent or any Creditor may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers liability of any other party upon or the Administrative Agent subordinatingfor any part thereof, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement collateral security or instrument related guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released, and the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any ObligorCredit Agreement, any Originatorother Loan Documents, the Master Servicer, the Indemnification Guarantor or any other Persondocuments executed and delivered in connection therewith may be amended, (B) proceed against modified, supplemented or exhaust terminated, in whole or part, from time to time, and any other security held from collateral security, guarantee or right of offset at any Obligortime existing for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Each Guarantor hereby knowingly, intentionally and specifically waives any Originator, the Master Servicer, the Indemnification Guarantor rights it may have at law or any other Person, (C) proceed against in equity to repudiate or have resort to any balance abrogate or otherwise disclaim or limit its obligations hereunder as a result of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the foregoing. Neither Administrative Agent or the Purchasers whatsoever; (g) nor any defense arising by reason of the incapacity, lack of authority or Creditor shall have any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by or for it as security interest for the Obligations or lien for this Guaranty Agreement or any property subject thereto; , and (k) each Guarantor hereby knowingly, intentionally and specifically waives any rights it otherwise may have at law or in equity in the event of any failure by Administrative Agent or any Creditor to so protect, secure, perfect or insure any such Lien. When making any demand hereunder against any of the fullest extent permitted Guarantors, Administrative Agent or any Creditor may, but shall be under no obligation to, make a similar demand on the Borrower or any other Guarantor or guarantor, and any failure by applicable LawAdministrative Agent or any Creditor to make any such demand or to collect any payments from the Borrower or any such other Guarantor or guarantor or any release of the Borrower or such other Guarantor or guarantor shall not relieve any of the Guarantors in respect of which a demand or collection is not made or any of the Guarantors not so released of their several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of Administrative Agent or any Creditor against any of the terms Guarantors. For the purposes hereof, “demand” shall include the commencement and continuance of this Agreement and the Seller Guarantyany legal proceedings.

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (Ai) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person, (Bii) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person, (Ciii) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (Div) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (Ai) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (Bii) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (Ciii) any rights to set-offs, recoupments and counterclaims, and (Div) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.

Waiver of Rights. The Seller expressly waives Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor, and without notice to the fullest extent permitted or further assent by applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require made by the Administrative Agent or any Purchaser as a condition Lender may be rescinded by such party and any of payment the Obligations continued, and the Obligations, or performance by the Sellerliability of any other party upon or for any part thereof, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Personcollateral security or guarantee therefor or right of offset with respect thereto, (B) proceed against may, from time to time, in whole or exhaust any other security held from any Obligorin part, any Originatorbe renewed, the Master Servicerextended, the Indemnification Guarantor amended, modified, accelerated, compromised, waived, surrendered or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of released by the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacityLender, lack of authority or and any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or Loan Document and any other Person including any defense based on documents executed and delivered in connection therewith may be amended, modified, supplemented or arising out of the lack of validity terminated, in whole or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligorin part, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Purchasers Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against any of the Guarantors, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other Guarantor or guarantor, and (k) any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the fullest extent permitted by applicable LawBorrower or any such other Guarantor or guarantor or any release of the Borrower or such other Guarantor or guarantor shall not relieve any of the Guarantors of their several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Administrative Agent or any Lender against any of this Agreement the Guarantors. For the purposes hereof "demand" shall include the commencement and the Seller Guarantycontinuance of any legal proceedings.

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Law: (ai) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (bii) presentment and demand for payment or performance of any of the Guaranteed Obligations; (ciii) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (div) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (ev) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (fvi) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (gvii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (hviii) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iix) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (jx) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kxi) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.

Waiver of Rights. The Seller Guarantors expressly waives waive to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty this Section 6B by any Financing Party or any Hedge Bank and of all extensions of credit or other Advances by the Purchasers and Lessor, the Administrative AgentMortgage Lenders or the Credit Lenders pursuant to the terms of the Operative Agreements or any other extension of rights in favor of any Credit Party pursuant to the Secured Hedge Agreements; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers any Financing Party or the Administrative Agent Hedge Bank obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Obligations, or the Purchasers any Financing Party’s or the Administrative Agent Hedge Bank’s subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantors might otherwise be entitled; . Notwithstanding anything to the contrary herein, (i) payments from the Guarantors hereunder shall be due two (2) Business Days after written demand by the Agent (in the case of Guaranteed Obligations relating to the Operative Agreements) and by any Hedge Bank (in the case of Guaranteed Obligations relating to the Secured Hedge Agreements) for such payment (unless the Guaranteed Obligations are automatically accelerated pursuant to the applicable provisions of the Operative Agreements or the Secured Hedge Agreements, as applicable, in which case payments from the Guarantors shall be automatically due) and (ii) any modification of the Operative Agreements or the Secured Hedge Agreements, as applicable, which has the effect of increasing the Guaranteed Obligations shall not be enforceable against the Guarantors unless the Guarantors execute the document evidencing such modification or otherwise reaffirms its guaranty in writing in connection with such modification and (f) any the right to require seek through any means to have the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books obligations of the Administrative Agent, the Purchasers Guarantors under this Section 6B adjudicated invalid or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guarantyunenforceable.

Waiver of Rights. The Seller expressly waives Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to the fullest extent permitted or further assent by applicable Law: any Guarantor, (ai) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Agent or any Lender may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, (ii) the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers liability of any other party upon or for any part thereof, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by Lender, (iii) the SellerRevolving Credit Agreement, to (A) proceed against any Obligorthe Revolving Notes, the Swing Line Note, the other Credit Documents, any Originator, the Master Servicer, the Indemnification Guarantor or Standby Letter of Credit and any other Person, (B) proceed against or exhaust any other collateral security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability document or other defense of guarantee or document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Agent and/or any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person Lender may deem advisable from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights time to set-offs, recoupments and counterclaimstime, and (Div) promptnessany collateral security, diligence and guarantee or right of set-off at any requirement that time held by the Administrative Agent and or any Lender for the Purchasers payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against any of the Guarantors, the Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Company or any other Guarantor or guarantor, and (k) any failure by the Agent or any Lender to make any such demand or to collect any payments from the fullest extent permitted by applicable LawCompany or any such other Guarantor or guarantor or any release of the Company or such other Guarantor or guarantor shall not relieve any of the Guarantors in respect of which a demand or collection is not made or any of the Guarantors not so released of their several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Agent or any Lender against any of this Agreement the Guarantors. For the purposes hereof "demand" shall include the commencement and the Seller Guarantycontinuance of any legal proceedings. EACH GUARANTOR EXPRESSLY AND IRREVOCABLY WAIVES THE BENEFITS AFFORDED TO IT UNDER SECTIONS 49-25 AND 49-26 OF THE CODE OF VIRGINIA (1950), AS AMENDED, OR ANY SIMILAR STATUTE OR COMMON LAW.

Waiver of Rights. The Seller QB Guarantor expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Administrative Agent and of all extensions of credit to any Qualified Borrower or other Borrower by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsDebt; (c) protest and notice of dishonor or of default (except as specifically required in this by the Credit Agreement) with respect to the Guaranteed Obligations Debt or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Secured Parties obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed ObligationsDebt, or the Purchasers or the Administrative Agent Secured Parties subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Qualified Borrower Guaranty, any other Loan Document or the Guaranteed Obligations Debt to which the Seller QB Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerQB Guarantor, to (A) proceed against any Obligorthe Qualified Borrowers, any Originator, QB Guarantor of the Master Servicer, the Indemnification Guarantor Guaranteed Debt or any other Person, (B) proceed against or exhaust any other security held from any Obligorthe Qualified Borrowers, any Originator, QB Guarantor of the Master Servicer, the Indemnification Guarantor Guaranteed Debt or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe Qualified Borrowers including, any Originatorwithout limitation, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations Debt or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person Qualified Borrowers from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsDebt; (h) any defense based upon any applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed ObligationsDebt; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement Qualified Borrower Guaranty and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsQB Guarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the SellerQB Guarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors QB Guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Qualified Borrower Guaranty.

Waiver of Rights. The Seller expressly waives Guarantors shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantors and without notice to the fullest extent permitted by applicable Law: (a) notice of acceptance of the Seller Guaranty or further assent by the Purchasers and the Administrative Agent; (b) presentment and Guarantors, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require made by the Administrative Agent or any Purchaser as a condition Lender may be rescinded by such party and any of payment the Obligations continued, and the Obligations, or performance by the Sellerliability of any other party upon or for any part thereof, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Personcollateral security or guarantee therefor or right of offset with respect thereto, (B) proceed against may, from time to time, in whole or exhaust any other security held from any Obligorin part, any Originatorbe renewed, the Master Servicerextended, the Indemnification Guarantor amended, modified, accelerated, compromised, waived, surrendered or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of released by the Administrative Agent or any Lender, and the Purchasers whatsoever; (g) any defense arising by reason of Credit Agreement, and the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or Loan Documents and any other Person including any defense based on documents executed and delivered in connection therewith may be amended, modified, supplemented or arising out of the lack of validity terminated, in whole or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligorin part, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Purchasers Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against any Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other Subsidiary Guarantor or other guarantor, and (k) any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the fullest extent permitted by applicable LawBorrower or other Subsidiary Guarantor or other guarantor or any release of the Borrower or other Guarantor or other guarantor shall not relieve the Guarantors of their obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Administrative Agent or any Lender against the Guarantors. For the purposes hereof “demand” shall include the commencement and continuance of this Agreement and the Seller Guarantyany legal proceedings.

Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by applicable Lawlaw: (a) notice of acceptance of the Seller Guaranty by the Purchasers Lenders and of all extensions of credit to any Credit Party by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent Lenders subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Obligations to which the Seller Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerGuarantor, to (A) proceed against any Obligorthe Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Obligations or any other Person, (B) proceed against or exhaust any other security held from any Obligorthe Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe Borrowers including, any Originatorwithout limitation, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person Borrowers from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Credit Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsGuarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the SellerGuarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Lawlaw, any defenses or benefits that may be derived from or afforded by applicable Law law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller GuarantyCredit Agreement.

Waiver of Rights. The Seller expressly waives Each Subsidiary Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Subsidiary Guarantor and without notice to the fullest extent permitted or further assent by applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any Subsidiary Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require made by the Administrative Agent or any Purchaser as a condition Lender may be rescinded by such party and any of payment the obligations continued, and the Obligations, or performance by the Sellerliability of any other party upon or for any part thereof, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Personcollateral security or guarantee therefor or 110 right of offset with respect thereto, (B) proceed against may, from time to time, in whole or exhaust any other security held from any Obligorin part, any Originatorbe renewed, the Master Servicerextended, the Indemnification Guarantor amended, modified, accelerated, compromised, waived, surrendered or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of released by the Administrative Agent or any Lender and the Purchasers whatsoever; (g) Credit Agreement, the other Loan Documents, any defense arising by reason of the incapacity, lack of authority or any disability other collateral security document or other defense of any Obligorguarantee or document in connection therewith may be amended, any Originatormodified, the Master Servicersupplemented or terminated, the Indemnification Guarantor in whole or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligorin part, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that as the Administrative Agent and/or any Lender may deem advisable from time to time, and any guarantee or right of offset at any time held by the Purchasers Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any other Lien at any time held as security interest for the Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against any of the Subsidiary Guarantors, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other Subsidiary Guarantor or guarantor, and (k) any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the fullest extent permitted by applicable LawBorrower or any such other Subsidiary Guarantor or guarantor or any release of the Borrower or such other Subsidiary Guarantor or guarantor shall not relieve any of the Subsidiary Guarantors in respect of which a demand or collection is not made or any of the Subsidiary Guarantors not so released of their several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Administrative Agent or any Lender against any of this Agreement the Subsidiary Guarantors. For the purposes hereof “demand” shall include the commencement and the Seller Guarantycontinuance of any legal proceedings.

Waiver of Rights. The Seller Except for termination of a Guarantor’s obligations hereunder as expressly waives provided in Section 25, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to the fullest extent permitted or further assent by applicable Law: any Guarantor, (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any demand for payment or performance of any of the Guaranteed Obligations; (c) protest First Lien Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or First Lien Obligations continued, (b) the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed First Lien Obligations, or the Purchasers liability of any other party upon or the Administrative Agent subordinatingfor any part thereof, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement collateral security or instrument related guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Collateral Agent or any Purchaser as a condition of payment or performance by other Secured Party, (c) the SellerCredit Agreement, to (A) proceed against any Obligorthe other Credit Documents, any OriginatorAdditional First Lien Agreement and any other documents executed and delivered in connection therewith, the Master Servicer, the Indemnification Guarantor or Secured Hedging Agreements and any other Person, (B) proceed against or exhaust documents executed and delivered in connection therewith and the Secured Cash Management Agreements and any other security held from any Obligordocuments executed and delivered in connection therewith, any Originatormay be amended, the Master Servicerwaived, the Indemnification Guarantor modified, supplemented or any other Personterminated, (C) proceed against in whole or have resort to any balance of any deposit accountin part, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict accordance with the terms of this Agreement the applicable document and (d) any legal collateral security, guarantee or equitable discharge right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Sold Assets First Lien Obligations may be sold, exchanged, waived, surrendered or released. Neither the Guaranteed Obligations, (B) the benefit of Collateral Agent nor any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) other Secured Party shall have any rights obligation to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for the First Lien Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against any Guarantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other Guarantor or other guarantor, and (k) any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from the fullest extent permitted by applicable LawBorrower or any other Guarantor or other guarantor or any release of the Borrower or any other Guarantor or other guarantor shall not relieve any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Collateral Agent or any other Secured Party against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of this Agreement and the Seller Guarantyany legal proceedings.

Waiver of Rights. The Seller expressly Except for termination of a Guarantor’s obligations hereunder as provided in Section 5.14, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor: (a) any demand for payment of any of the Obligations made by the Administrative Agent or any other Secured Party may be rescinded by such party and any of the Obligations continued; (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any other Secured Party (with the consent of the applicable Credit Parties where required by the terms hereof or thereof); (c) the Credit Agreement and the other Credit Documents and any other documents executed and delivered in connection therewith may be amended, modified, waived, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable documents; and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against any of the Guarantors, the Administrative Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other Guarantor or guarantor, and any failure by the Administrative Agent or any other Secured Party to make any such demand or to collect any payments from the Borrower or any such other Guarantor or guarantor or any release of the Borrower or such other Guarantor or guarantor shall not relieve any of the Guarantors in respect of which a demand or collection is not made or any of the Guarantors not so released of their several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any other Secured Party against any of the Guarantors. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. Each Guarantor hereby waives to the fullest extent permitted by applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers law any and the Administrative Agent; (b) presentment and demand for payment all defenses that it might otherwise have with respect to or performance as a result of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required matters set forth in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller GuarantySection 2.5.

Waiver of Rights. The Seller Until the Obligations have been paid in full (other than contingent indemnification Obligations and expense reimbursement obligations for which no claim has been made), the Guarantor expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Lender and of all extensions of credit to any Credit Party by the Administrative AgentLender; (b) presentment and demand for payment or performance of any of the Guaranteed Guaranty Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Guaranty 148 PURSUANT TO 17 C.F.R. SECTION 200.83 Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lender obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Guaranty Obligations, or the Purchasers or the Administrative Agent Lender subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Guaranty Obligations to which the Seller Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerGuarantor, to (A) proceed against any Obligorthe applicable Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Guaranty Obligations or any other Person, (B) proceed against or exhaust any other security held from any Obligorthe applicable Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Guaranty Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe applicable Borrower including, any Originatorwithout limitation, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Guaranty Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person applicable Borrower from any cause other than payment in full of the Sold Assets and the Guaranteed Guaranty Obligations; (h) any defense based upon any applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets Guaranty Obligations (other than any action or inaction that constitutes gross negligence or willful misconduct or a material breach of the Guaranteed ObligationsAdministrative Agent’s obligations under this Credit Agreement); (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Credit Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsGuarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the SellerGuarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Credit Agreement (other than a defense of payment and performance in full of the Seller GuarantyObligations (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)).

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (Ai) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person, (Bii) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person, (Ciii) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (Div) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (Ai) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (Bii) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (Ciii) any rights to set-offs, recoupments and counterclaims, and (Div) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.. 109 751200428 16518096

Waiver of Rights. The Seller expressly waives Pledgor shall remain obligated hereunder, and the Collateral shall remain subject to the fullest extent permitted by applicable Law: (a) security interest created hereby, notwithstanding that, without any reservation of rights against the Pledgor, and without notice of acceptance of the Seller Guaranty to or further assent by the Purchasers and the Administrative Agent; (b) presentment and Pledgor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Trustee or any Holder of Senior Secured Notes may be rescinded by the Trustee or such Holder of Senior Secured Notes, and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books liability of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Issuer or any other Person including upon or for any defense based on part thereof, or arising out any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Trustee or any Holder of Senior Secured Notes, and the Indenture, the Issuer Loan Agreement, the Issuer Note, the Senior Secured Notes and the other Transaction Documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or part, in accordance with their terms, and any guarantee, right of offset or other collateral security at any time held by the Trustee or any Holder of Senior Secured Notes for the payment of the lack Obligations may be sold, exchanged, waived, surrendered or released. Neither the Trustee nor any Holder of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or Senior Secured Notes shall have any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest or lien for the Obligations or any property subject thereto. The Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Trustee or any Holder of Senior Secured Notes upon this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Agreement; and (k) all dealings between the Issuer and the Pledgor, on the one hand, and the Trustee and the Holders of Senior Secured Notes, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Issuer or the Pledgor with respect to the fullest extent permitted Obligations. When pursuing its rights and remedies hereunder against the Pledgor, the Trustee may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Issuer or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by applicable Law, the Trustee to pursue such other rights or remedies or to collect any defenses payments from the Issuer or benefits that may be derived from any such other Person or afforded by applicable Law which limit the liability to realize upon any such collateral security or guarantee or to exercise any such right of or exonerate guarantors or suretiesoffset, or which may conflict with any release of the terms Issuer or any such other Person or of this Agreement any such collateral security, guarantee or right of offset, shall not relieve the Pledgor of any liability hereunder, and shall not impair or affect the Seller Guarantyrights and remedies, whether express, implied or available as a matter of law, of the Trustee or any Holder of Senior Secured Notes against the Pledgor or the Collateral.

Waiver of Rights. The Seller expressly waives Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against such Guarantor and without notice to the fullest extent permitted or further assent by applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and such Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Collateral Agent or any Secured Party may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, and any of the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers liability of any other party upon or the Administrative Agent subordinatingfor any part thereof, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement collateral security or instrument related guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Collateral Agent or any Purchaser Secured Party, and the Amended and Restated Credit Agreement, the Notes and the other Loan Documents and any other documents executed and delivered in connection therewith or in connection with any other Obligations may be amended, modified, supplemented or terminated, in whole or in part, as a condition the Collateral Agent (or the Required Lenders or other requisite Secured Parties, as the case may be) may deem advisable from time to time in accordance with the provisions thereof, and any collateral security, guarantee or right of payment or performance offset at any time held by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Collateral Agent or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, Secured Party for the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance payment of any deposit account, securities account or credit on the books of the Administrative AgentObligations may be sold, exchanged, waived, surrendered or released in accordance with the Purchasers or any other Person, or (D) pursue any other remedy in the power provisions of the Administrative Loan Documents. Neither the Collateral Agent or the Purchasers whatsoever; (g) nor any defense arising by reason of the incapacity, lack of authority or Secured Party shall have any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for any of the Obligations or lien for this Guarantee or any property subject thereto; and (k) to . When making any demand hereunder against any Guarantor, the fullest extent permitted by applicable LawCollateral Agent or any Secured Party may, but shall be under no obligation to, make a similar demand on any Loan Party, any defenses other guarantor or benefits that may be derived any other Person, and any failure by the Collateral Agent or any Secured Party to make any such demand or to collect any payments from any such Loan Party, any such other guarantor or afforded by applicable Law which limit any such other Person or any release of such Loan Party, such other guarantor or such other Person shall not relieve any Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the liability of rights and remedies, express or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Collateral Agent or any Secured Party against such Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of this Agreement and the Seller Guarantyany legal proceedings.

Waiver of Rights. The Seller Limited Guarantor expressly waives to the fullest extent permitted by applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Deal Agent, the Purchaser and the Administrative other Secured Parties and of all extensions of credit, loans or advances to or purchases from the Seller by the Deal Agent, the Purchaser and the other Secured Parties; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantee Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to the Limited Guarantor or to any other party with respect to the Guaranteed Obligations Guarantee Liabilities or with respect to any collateral, security or Property therefor; (d) notice of the Purchasers or Deal Agent, the Administrative Agent Purchaser and the other Secured Parties obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantee Liabilities, the Repurchase Agreement, any other Repurchase Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantee Liabilities or the Guaranty, or the Purchasers Deal Agent, the Purchaser or the Administrative Agent other Secured Parties subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by the Seller, the Deal Agent, the Purchaser, the other Secured Parties or any other Person of any other loan, purchase, credit or security agreement or document or of the Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Repurchase Documents or in connection with any purchase of the Seller’s or such other Person’s Property or assets; (f) notice of the occurrence of any breach by the Seller, the Pledgor, the Parent, any other Repurchase Party or any other Person or of any Event of Default; (g) notice of the Deal Agent’s, the Purchaser’s or the other Secured Parties’ transfer, disposition, assignment, sale, pledge or participation of the Guarantee Liabilities, the Purchased Items, the Pledged Collateral, the Repurchase Documents, the Mortgage Loan Documents, or any collateral, security or Property securing the Guaranty or the Guarantee Liabilities or any portion of the foregoing; (h) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Item, the Pledged Collateral or any collateral, security or Property securing the Guaranty or the Guarantee Liabilities; (i) notice of the protest, proof of non–payment or default by the Seller or any other Person; (j) any other action at any time taken or omitted by the Deal Agent, the Purchaser or the other Secured Parties, and, generally, all demands and notices of every kind in connection with this Guaranty, the Repurchase Documents, the Guarantee Liabilities, the Purchased Items, the Pledged Collateral, any collateral, security or Property securing the Guaranty or the Guarantee Liabilities, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantee Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Limited Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; and (m) any right to require assert against the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Deal Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent Purchaser or the Purchasers whatsoever; (g) other Secured Parties, as a defense, counterclaim, set–off or cross–claim, any defense arising by reason of the incapacity(legal or equitable), lack of authority set–off, counterclaim or any disability or other defense claim of any Obligor, any Originatorkind or nature whatsoever that the Limited Guarantor may now or hereafter have against the Deal Agent, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity Purchaser or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause Secured Parties (other than payment in full of the Sold Assets Guarantee Liabilities), the Seller or any other Person, but such waiver shall not prevent the Limited Guarantor from asserting against the Deal Agent, the Purchaser and the Guaranteed Obligations; (h) other Secured Parties in a separate action, any defense based upon any applicable Law which provides claim, action, cause of action or demand that the obligation Limited Guarantor might have, whether or not arising out of a surety must this Guaranty. It shall not be neither larger necessary for the Deal Agent, the Purchaser and the other Secured Parties (and the Limited Guarantor hereby waives any rights which the Limited Guarantor may have to require the Deal Agent, the Purchaser and the other Secured Parties), in amount nor in other respects more burdensome than that order to enforce the obligations of the principal; Limited Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against the Seller, the Pledgor, the Parent, any defense based upon other Repurchase Party, others liable on the Administrative Guarantee Liabilities, the Borrowers or any other Person, (ii) enforce the Deal Agent’s, the Purchaser’s or the other Secured Parties’ rights or exhaust its remedies under or with respect to the Mortgage Loan Documents and the collateral and Property secured thereby, the Purchased Items, the Pledged Collateral or any Purchaser’s errors collateral, security or omissions in Property which shall ever have been given to secure the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement Guarantee Liabilities, (iii) enforce the Deal Agent’s, the Purchaser’s or the other Secured Parties’ rights against any other guarantors of the Seller Guarantee Liabilities, (iv) join the Seller, others liable on the Guarantee Liabilities or any other Person in any action seeking to enforce this Guaranty, (Cv) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect mitigate damages or insure take any other security interest action to reduce, collect or lien or any property subject thereto; and (k) to enforce the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesGuarantee Liabilities, or which may conflict with (vii) resort to any other means of obtaining payment of the terms of this Agreement and the Seller GuarantyGuarantee Liabilities.

Waiver of Rights. The Seller Each SPV Entity expressly waives to the fullest extent permitted by applicable Law: (ai) notice of acceptance of the Seller its SPV Entity Guaranty by the Purchasers and the Administrative Agent; (bii) presentment and demand for payment or performance of any of the Guaranteed Obligations; (ciii) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (div) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (ev) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller such SPV Entity might otherwise be entitled; (fvi) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Sellersuch SPV Entity, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor any Servicer or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master any Servicer, the Indemnification Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (gvii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master any Servicer, the Indemnification Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master any Servicer, the Indemnification Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (hviii) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iix) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (jx) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Sellersuch SPV Entity’s liability under the Seller its SPV Entity Guaranty or the enforcement of the Seller its SPV Entity Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kxi) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller its SPV Entity Guaranty.

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any the Originator, the Master Servicer, the Indemnification Guarantor Servicer or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any the Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any the Originator, the Master Servicer, the Indemnification Guarantor Servicer or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any the Originator, the Master Servicer, the Indemnification Guarantor Servicer or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.

Waiver of Rights. The Seller Until the Obligations have been paid in full (other than contingent indemnification Obligations and expense reimbursement obligations for which no claim has been made), the Guarantor expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Lender and of all extensions of credit to any Credit Party by the Administrative AgentLender; (b) presentment and demand for payment or performance of any of the Guaranteed Guaranty Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Guaranty Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lender obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Guaranty Obligations, or the Purchasers or the Administrative Agent Lender subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Guaranty Obligations to which the Seller Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerGuarantor, to (A) proceed against any Obligorthe applicable Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Guaranty Obligations or any other Person, (B) proceed against or exhaust any other security held from any Obligorthe applicable Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Guaranty Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe applicable Borrower including, any Originatorwithout limitation, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Guaranty Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person applicable Borrower from any cause other than payment in full of the Sold Assets and the Guaranteed Guaranty Obligations; (h) any defense based upon any applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.the

Waiver of Rights. The Seller QB Guarantor expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Administrative Agent and of all extensions of credit to any Qualified Borrower or other Credit Party by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsDebt; (c) protest and notice of dishonor or of default (except as specifically required in this by the Credit Agreement) with respect to the Guaranteed Obligations Debt or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Secured Parties obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed ObligationsDebt, or the Purchasers or the Administrative Agent Secured Parties subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Qualified Borrower Guaranty, any other Loan Document or the Guaranteed Obligations Debt to which the Seller QB Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerQB Guarantor, to (A) proceed against any Obligorthe Qualified Borrowers, any Originator, QB Guarantor of the Master Servicer, the Indemnification Guarantor Guaranteed Debt or any other Person, (B) proceed against or exhaust any other security held from any Obligorthe Qualified Borrowers, any Originator, QB Guarantor of the Master Servicer, the Indemnification Guarantor Guaranteed Debt or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe Qualified Borrowers including, any Originatorwithout limitation, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations Debt or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person Qualified Borrowers from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsDebt; (h) any defense based upon any applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed ObligationsDebt; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement Qualified Borrower Guaranty and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsQB Guarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the SellerQB Guarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors QB Guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Qualified Borrower Guaranty.

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or nor instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification any Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification any Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the 131 power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification any Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification any Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.

Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Buyer and the Administrative Agentof all extensions of credit, loans or advances to or purchases from Seller by Buyer; (b) diligence, presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantor Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to Guarantor or to any other party with respect to the Guaranteed Obligations Guarantor Liabilities or with respect to any collateral, security or property therefor; (d) notice of the Purchasers or the Administrative Agent Buyer obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantor Liabilities, the Repurchase Agreement, any other Transaction Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantor Liabilities or the Guaranty, or the Purchasers or the Administrative Agent Buyer subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by Seller, Buyer or any other Person of any other loan, purchase, credit or security agreement or document or of Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Transaction Documents or in connection with any purchase of Seller’s or such other Person’s property or assets; (f) except as otherwise required pursuant to the Repurchase Agreement, notice of the occurrence of any breach by Seller or any other Person or of any Event of Default; (g) except as otherwise required pursuant to the Repurchase Agreement, notice of Buyer’s transfer, disposition, assignment, sale, pledge or participation of the Guarantor Liabilities, the Purchased Loans, the Transaction Documents, the Purchased Loan Documents, or any collateral, security or property for the Guaranty or the Guarantor Liabilities or any portion of the foregoing; (h) except as otherwise required pursuant to the Repurchase Agreement, notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Loans or any collateral, security or property for the Guaranty or the Guarantor Liabilities; (i) notice of the protest, proof of non-payment or default by Seller or any other Person; (j) except as otherwise required pursuant to the Repurchase Agreement, any other action at any time taken or omitted by Buyer, and, generally, all demands and notices of every kind in connection with this Guaranty, the Transaction Documents, the Guarantor Liabilities, the Purchased Loans, any collateral, security or property for the Guaranty or the Guarantor Liabilities, the Purchased Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantor Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; (m) any right to require the Administrative Agent or any Purchaser assert against Buyer, as a condition of payment defense, counterclaim, set-off or performance by the Seller, to (A) proceed against any Obligorcross-claim, any Originatordefense (legal or equitable), the Master Servicerdisability, the Indemnification set-off, counterclaim or claim of any kind or nature whatsoever that any Guarantor or any other Person, Seller may now or hereafter have against Buyer (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsGuarantor Liabilities), Seller or any other Person, but such waiver shall not prevent Guarantor from asserting against Buyer in a separate action, any claim, action, cause of action or demand that Guarantor might have, whether or not arising out of this Guaranty; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kn) to the fullest extent permitted by applicable Requirement of Law, the right (if any) to revoke this Guaranty as to any defenses future Guarantor Liabilities; and (o) any right at any time to insist upon, plead or benefits that may be derived from in any manner whatsoever claim or afforded by applicable Law which limit take the liability benefit or advantage of any appraisal, valuation, stay, extension, marshalling of assets or exonerate guarantors or suretiesredemption laws, or exemption, whether now or at any time hereafter in force, which may conflict delay, prevent or otherwise effect the performance by Guarantor of the Guarantor Liabilities or the enforcement by Buyer of the Guarantor Liabilities or this Guaranty. It shall not be necessary for Buyer (and Guarantor hereby waives any rights which Guarantor may have to require Buyer), in order to enforce the obligations of Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against Seller, others liable on the Guarantor Liabilities, the Underlying Obligors or any other Person, (ii) enforce Buyer’s rights or exhaust its remedies under or with respect to the terms of this Agreement Purchased Loan Documents and the collateral and property secured thereby, the Purchased Loans or any collateral, security or property which shall ever have been given to secure the Transaction Documents or the Guarantor Liabilities, (iii) enforce Buyer’s rights against any other guarantors of the Guarantor Liabilities, (iv) join Seller or others liable on the Guarantor Liabilities or any other Person in any action seeking to enforce this Guaranty, (v) mitigate damages, take any other action to reduce, collect or enforce the Guarantor Liabilities or to pursue or refrain from pursuing any right or remedy which might benefit Guarantor or (vi) resort to any other means of obtaining payment of the Guarantor Liabilities.

Waiver of Rights. The Seller Until the Obligations have been paid in full (other than contingent indemnification Obligations and expense reimbursement obligations for which no claim has been made), the Guarantor expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Lender and of all extensions of credit to any Credit Party by the Administrative AgentLender; (b) presentment and demand for payment or CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 performance of any of the Guaranteed Guaranty Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Guaranty Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lender obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Guaranty Obligations, or the Purchasers or the Administrative Agent Lender subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Guaranty Obligations to which the Seller Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerGuarantor, to (A) proceed against any Obligorthe applicable Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Guaranty Obligations or any other Person, (B) proceed against or exhaust any other security held from any Obligorthe applicable Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Guaranty Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe applicable Borrower including, any Originatorwithout limitation, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Guaranty Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person applicable Borrower from any cause other than payment in full of the Sold Assets and the Guaranteed Guaranty Obligations; (h) any defense based upon any applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets Guaranty Obligations (other than any action or inaction that constitutes gross negligence or willful misconduct or a material breach of the Guaranteed ObligationsAdministrative Agent’s obligations under this Credit Agreement); (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Credit Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsGuarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the SellerGuarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Credit Agreement (other than a defense of payment and performance in full of the Seller GuarantyObligations (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)).

Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Buyer and the Administrative Agentof all extensions of credit, loans or advances to or purchases from Seller by Buyer; (b) diligence, presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantor Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to Guarantor or to any other party with respect to the Guaranteed Obligations Guarantor Liabilities or with respect to any collateral, security or property therefor; (d) notice of the Purchasers or the Administrative Agent Buyer obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantor Liabilities, the Repurchase Agreement, any other Repurchase Document, the Pledged Collateral, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantor Liabilities or the Guaranty, or the Purchasers or the Administrative Agent Buyer subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by Seller, Buyer or any other Person of any other loan, purchase, credit or security agreement or document or of Seller's or such other Person's execution and delivery of any promissory notes or other documents arising under or in connection with the Repurchase Documents or in connection with any purchase of Seller's or such other Person's property or assets; (f) except as required under the Repurchase Agreement, notice of the occurrence of any breach by Seller, Pledgor or any other Person or of any Event of Default; (g) except as required under the Repurchase Agreement, notice of Buyer's transfer, disposition, assignment, sale, pledge or participation of the Guarantor Liabilities, the Purchased Assets, the Pledged Collateral, the Repurchase Documents, the Mortgage Loan Documents, or any collateral, security or property for the Guaranty or the Guarantor Liabilities or any portion of the foregoing; (h) except as required under the Repurchase Agreement, notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Asset, the Pledged Collateral or any collateral, security or property for the Guaranty or the Guarantor Liabilities; (i) notice of the protest, proof of non–payment or default by Seller or any other Person; (j) except as required under the Repurchase Agreement, any other action at any time taken or omitted by Buyer, and, generally, all demands and notices of every kind in connection with this Guaranty, the Repurchase Documents, the Guarantor Liabilities, the Purchased Assets, the Pledged Collateral, any collateral, security or property for the Guaranty or the Guarantor Liabilities, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantor Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; (m) any right to require the Administrative Agent or any Purchaser assert against Buyer, as a condition defense, counterclaim, set–off or cross–claim, any defense (legal or equitable), disability, set–off, counterclaim or claim of any kind or nature whatsoever that Guarantor, Seller or Pledgor may now or hereafter have against Buyer (other than payment or performance by in full of the Guarantor Liabilities), Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Pledgor or any other Person, (B) proceed but such waiver shall not prevent Guarantor from asserting against or exhaust any other security held from any ObligorBuyer in a separate action, any Originatorclaim, the Master Serviceraction, the Indemnification cause of action or demand that Guarantor might have, whether or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or not arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligationsthis Guaranty; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kn) to the fullest extent permitted by applicable Requirements of Law, the right (if any) to revoke this Guaranty as to any defenses future Guarantor Liabilities and (o) any right at any time to insist upon, plead or benefits that may be derived from in any manner whatsoever claim or afforded by applicable Law which limit take the liability benefit or advantage of any appraisal, valuation, stay, extension, marshalling of assets or exonerate guarantors or suretiesredemption laws, or exemption, whether now or at any time hereafter in force, which may conflict delay, prevent or otherwise effect the performance by Guarantor of the Guarantor Liabilities or the enforcement by Buyer of the Guarantor Liabilities or this Guaranty. It shall not be necessary for Buyer (and Guarantor hereby waives any rights which Guarantor may have to require Buyer), in order to enforce the obligations of Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against Seller, Pledgor, others liable on the Guarantor Liabilities, the Underlying Obligors or any other Person, (ii) enforce Buyer's rights or exhaust its remedies under or with respect to the terms of this Agreement Mortgage Loan Documents and the Seller collateral and property secured thereby, the Purchased Assets, the Pledged Collateral or any collateral, security or property which shall ever have been given to secure the Repurchase Documents or the Guarantor Liabilities, (iii) enforce Buyer's rights against any other guarantors of the Guarantor Liabilities, (iv) join Seller, Pledgor others liable on the Guarantor Liabilities or any other Person in any action seeking to enforce this Guaranty, (v) mitigate damages, take any other action to reduce, collect or enforce the Guarantor Liabilities or to pursue or refrain from pursuing any right or remedy which might benefit Guarantor or (vi) resort to any other means of obtaining payment of the Guarantor Liabilities.

Waiver of Rights. The Seller expressly waives Pledgor shall remain obligated hereunder, and the Collateral shall remain subject to the fullest extent permitted by applicable Law: (a) security interests granted hereby, notwithstanding that, without any reservation of rights against the Pledgor, and without notice of acceptance of the Seller Guaranty to or further assent by the Purchasers and the Administrative Agent; (b) presentment and Pledgor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Agent or any Noteholder may be rescinded by the Agent or such Noteholder, and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books liability of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Issuers or any other Person including upon or for any defense based on part thereof, or arising out any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Agent or the Noteholders (or the Majority Noteholders, as the case may be), and the Note Purchase Agreement, the Notes, the Related Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or part, as the Noteholders (or the Majority Noteholders, as the case may be) may deem advisable from time to time, and any guarantee, right of offset or other collateral security at any time held by the Agent or any Noteholder for the payment of the lack of validity Obligations may be sold, exchanged, waived, surrendered or released. Neither the unenforceability of the Sold Assets or the Guaranteed Obligations or Agent nor any agreement or instrument relating thereto or by reason of the cessation of the liability of Noteholder shall have any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest or lien for the Obligations or any property subject thereto. The Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Noteholder upon this Agreement; the Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred in reliance upon this Agreement; and (k) all dealings between SCGC, LRGP and the Pledgor, on the one hand, and the Agent and the Noteholders, on the other, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Issuers or the Pledgor with respect to the fullest extent permitted Obligations. When pursuing its rights and remedies hereunder against the Pledgor, the Agent and any Noteholder may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Issuers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by applicable Lawthe Agent or any Noteholder to pursue such other rights or remedies or to collect any payments from SCGC, LRGP or any defenses such other Person or benefits that may be derived from to realize upon any such collateral security or afforded by applicable Law which limit the liability guarantee or to exercise any such right of or exonerate guarantors or suretiesoffset, or which may conflict with any release of the terms Issuers or any such other Person or of this Agreement any such collateral security, 14 14 guarantee or right of offset, shall not relieve the Pledgor of any liability hereunder, and shall not impair or affect the Seller Guarantyrights and remedies, whether express, implied or available as a matter of law, of the Agent or any Noteholder against the Pledgor or the Collateral.

Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Lenders and of all extensions of credit to any Borrower by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent Lenders subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Obligations to which the Seller Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerGuarantor, to (Ai) proceed against any Obligorthe Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Obligations or any other Person, ; (Bii) proceed against or exhaust any other security held from any Obligorthe Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Obligations or any other Person, ; (Ciii) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, ; or (Div) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe Borrowers, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.127

Waiver of Rights. The Seller expressly waives Each Subsidiary Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Subsidiary Guarantor and without notice to the fullest extent permitted or further assent by applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any Subsidiary Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require made by the Administrative Agent or any Purchaser as a condition Lender may be rescinded by such party and any of payment the Obligations continued, and the Obligations, or performance the liability of any other party upon or for any part thereof, or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the SellerAdministrative Agent or any Lender, and the Credit Agreement, the Notes and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (all of the Lenders and/or the Required Lenders, as the case may be) may deem advisable from time to (A) proceed time, and any guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. When making any demand hereunder against any Obligor, any Originatorof the Subsidiary Guarantors, the Master ServicerAdministrative Agent or any Lender may, the Indemnification Guarantor but shall be under no obligation to, make a similar demand on Kimco or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Subsidiary Guarantor or guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from Kimco or any such other Person, (C) proceed against Subsidiary Guarantor or have resort to guarantor or any balance release of Kimco or such other Subsidiary Guarantor or guarantor shall not relieve any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Subsidiary Guarantors in respect of which a demand or collection is not made or any other Personof the Subsidiary Guarantors not so released of their joint and several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or (D) pursue any other remedy in the power as a matter of law, of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason Lender against any of the incapacitySubsidiary Guarantors. For the purposes hereof, lack of authority or any disability or other defense “demand” shall include the commencement and continuance of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guarantyproceedings.

Waiver of Rights. The Seller expressly waives Each U.S. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Guarantor and without notice to the fullest extent permitted or further assent by applicable Law: any U.S. Guarantor, (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require made by the Administrative Agent or any Purchaser as a condition other Secured Party may be rescinded by such party and any of payment the Obligations continued, (b) the Obligations, or performance by the Sellerliability of any other party upon or for any part thereof, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Personcollateral security or guarantee therefor or right of offset with respect thereto, (B) proceed against may, from time to time, in whole or exhaust any other security held from any Obligorin part, any Originatorbe renewed, the Master Servicerextended, the Indemnification Guarantor amended, modified, accelerated, compromised, waived, surrendered or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of released by the Administrative Agent or any other Secured Party, (c) the Purchasers whatsoever; Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Cash Management Agreements and Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (gor the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement or Secured Hedge Agreement, the party thereto) may deem advisable from time to time, and (d) any defense arising collateral security, guarantee or right of offset at any time held by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Administrative Agent or any other Person including Secured Party for the payment of any defense based on or arising out of the lack of validity Obligations may be sold, exchanged, waived, surrendered or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that released. Neither the Administrative Agent and the Purchasers nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this U.S. Guarantee or any property subject thereto; . When making any demand hereunder against any U.S. Guarantor, the Administrative Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on any Borrower or any U.S. Guarantor or any other person, and (k) any failure by the Administrative Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Guarantor or any other person or any release of any Borrower or any U.S. Guarantor or any other person shall not relieve any U.S. Guarantor in respect of which a demand or collection is not made or any U.S. Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the fullest extent permitted by applicable Lawrights and remedies, any defenses express or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Administrative Agent or any other Secured Party against any U.S. Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of this Agreement and the Seller Guarantyany legal proceedings.

Waiver of Rights. The Seller Each Parent Borrower expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller this Qualified Borrower Guaranty by the Purchasers Lender and the Administrative Agentof all extensions of credit to any Borrower Party by Lender; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lender obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent Lender subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Obligations to which the Seller Parent Borrowers might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser Lender as a condition of payment or performance by the SellerParent Borrowers, to (A) proceed against any ObligorQualified Borrower, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Obligations or any other Person, (B) proceed against or exhaust any other security held from any ObligorQualified Borrower, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Lender or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers Lender whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any ObligorQualified Borrower including, any Originatorwithout limitation, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person Qualified Borrower from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsObligations (other than contingent obligations for which no claim giving rise thereto has been asserted); (h) any defense based upon any applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any PurchaserLender’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Credit Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligationsany Parent Borrower’s Obligations hereunder, (B) the benefit of any statute of limitations affecting the Sellerany Parent Borrower’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers Lender protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller GuarantyCredit Agreement.

Waiver of Rights. The Seller Guarantors expressly waives to the fullest extent permitted by applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Purchaser and of all extensions of credit, loans or advances to or purchases from the Administrative AgentSeller by the Purchaser; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantee Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to the Guarantors or to any other party with respect to the Guaranteed Obligations Guarantee Liabilities or with respect to any collateral, security or Property therefor; (d) notice of the Purchasers or the Administrative Agent Purchaser obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantee Liabilities, the Repurchase Agreement, any other Repurchase Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantee Liabilities, or the Purchasers or the Administrative Agent Purchaser subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by the Seller, the Purchaser or any other Person of any other loan, purchase, credit or security agreement or document or of the Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Repurchase Documents or in connection with any purchase or the Seller’s or such other Person’s Property; (f) notice of the occurrence of any breach by the Seller, the Pledgor or any other Person or of any Event of Default; (g) notice of the Purchaser’s transfer, disposition, assignment, sale, pledge or participation of the Guarantee Liabilities, the Purchased Items, the Pledged Collateral, the Repurchase Documents, the Mortgage Loan Documents or any portion thereof; (h) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Item, the Pledged Collateral or any collateral, security or Property for the Guarantee Liabilities; (i) notice of the protest, proof of non–payment or default by the Seller or any other Person; (j) any other action at any time taken or omitted by the Purchaser, and, generally, all demands and notices of every kind in connection with this Guaranty, the Repurchase Documents, the Guarantee Liabilities, the Pledged Collateral, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guarantee Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantors might otherwise be entitled; (fl) demand for payment under this Guaranty; and (m) any right to require assert against the Administrative Agent or any Purchaser Purchaser, as a condition of payment defense, counterclaim, set–off or performance by the Seller, to (A) proceed against any Obligorcross–claim, any Originatordefense (legal or equitable), the Master Servicerset–off, the Indemnification Guarantor counterclaim or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance claim of any deposit account, securities account kind or credit on the books nature whatsoever that any of the Administrative Agent, Guarantors may now or hereafter have against the Purchasers or any other Person, or Purchaser (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and Guarantee Liabilities), the Guaranteed Obligations; (h) Seller or any defense based upon other Person, but such waiver shall not prevent any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; Guarantors from asserting against the Purchaser in a separate action, any claim, action, cause of action or demand that any of the Guarantors might have, whether or not arising out of this Guaranty. It shall not be necessary for the Purchaser (and each of the Guarantors hereby waives any rights which the Guarantors may have to require the Purchaser), in order to enforce the obligations of any of the Guarantors hereunder, to (i) any defense based upon institute suit, enforce its rights or exhaust its remedies against the Administrative Agent’s Seller, the Pledgor, others liable on the Guarantee Liabilities, the Borrowers or any other Person, (ii) enforce the Purchaser’s errors rights or omissions in exhaust its remedies under or with respect to the administration Mortgage Loan Documents and the collateral and Property secured thereby, the Purchased Items, the Pledged Collateral or any collateral, security or Property which shall ever have been given to secure the Guarantee Liabilities, (iii) enforce the Purchaser’s rights against any other guarantors of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsGuarantee Liabilities, (Biv) the benefit of any statute of limitations affecting join the Seller’s liability under , others liable on the Seller Guaranty Guarantee Liabilities or the enforcement of the Seller any other Person in any action seeking to enforce this Guaranty, (Cv) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect mitigate damages or insure take any other security interest action to reduce, collect or lien or any property subject thereto; and (k) to enforce the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesGuarantee Liabilities, or which may conflict with (vii) resort to any other means of obtaining payment of the terms of this Agreement and the Seller GuarantyGuarantee Liabilities.

Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by applicable Lawwaives: (a) notice of acceptance of the Seller Guaranty this Guarantee by the Purchasers and the Administrative Agent, the Lenders or any other guarantor and of all extensions of credit, loans or advances to or purchases from the Borrowers by the Administrative Agent or the Lenders; (b) presentment and demand for payment or performance of any of the Guaranteed Guarantee Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to the Guarantor or to any other Person with respect to the Guaranteed Guarantee Obligations or with respect to any collateral, security or Property therefor; (d) notice of the Purchasers Administrative Agent or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantee Obligations, the Credit Agreement, any other Credit Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed Obligations, Guarantee Obligations or the Purchasers Guarantee, or the Administrative Agent or the Lenders subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by the Borrowers, the Administrative Agent, the Lenders or any other Person of any other loan, purchase, credit or security agreement or document or of the Borrowers’ or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Credit Documents or in connection with any purchase of the Borrowers’ or such other Person’s Property or assets; (f) notice of any kind concerning the assets, liabilities, financial condition, creditworthiness, businesses, prospects or other affairs of the Borrowers or any other Person; (g) notice of the occurrence of any breach by the Borrowers, the Pledgors, any other Credit Party or any other Person or of any Event of Default; (h) notice of the Administrative Agent’s or the Lenders’ transfer, disposition, assignment, sale, pledge or participation of the Guarantee Obligations, the Collateral, the Pledged Collateral, the Credit Documents, the Mortgage Loan Documents, or any collateral, security or Property for the Guarantee or the Guarantee Obligations or any portion of the foregoing; (i) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations; (j) notice of the protest, proof of non—payment or default by the Borrowers or any other Person; (k) any other action at any time taken or omitted by the Administrative Agent or the Lenders, and, generally, all demands and notices of every kind in connection with this Guarantee, the Credit Documents, the Guarantee Obligations, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guarantee or the Guarantee Obligations and the obligations hereby guaranteed; (l) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fm) demand for payment under this Guarantee; and (n) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed assert against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) Lenders, as a defense, counterclaim, set—off or cross—claim, any defense arising by reason of the incapacity(legal or equitable), lack of authority set—off, counterclaim or any disability or other defense claim of any Obligor, any Originator, kind or nature whatsoever that the Master Servicer, Guarantor may now or hereafter have against the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity Administrative Agent or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause Lenders (other than payment in full of the Sold Assets Guarantee Obligations), the Borrowers or any other Person. It shall not be necessary for the Administrative Agent or the Lenders (and the Guaranteed Obligations; (h) Guarantor hereby waives any defense based upon any applicable Law rights which provides that the obligation of a surety must be neither larger Guarantor may have to require the Administrative Agent or the Lenders), in amount nor in other respects more burdensome than that order to enforce the obligations of the principal; Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against the Borrowers, the Pledgors, any defense based upon other Credit Party, others liable on the Guarantee Obligations, the Obligors or any other Person, (ii) enforce the Administrative Agent’s or the Lenders’ rights or exhaust its remedies under or with respect to the Mortgage Loan Documents and the collateral and Property secured thereby, the Collateral, the Pledged Collateral or any Purchaser’s errors collateral, security or omissions in Property which shall ever have been given to secure the administration of the Sold Assets Guarantee or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Guarantee Obligations, (Biii) enforce the benefit of any statute of limitations affecting the SellerAdministrative Agent’s liability under the Seller Guaranty or the enforcement Lenders’ rights against any other guarantors of the Seller GuarantyGuarantee Obligations, (Civ) any rights to set-offsjoin the Borrowers, recoupments and counterclaims, and (D) promptness, diligence and any requirement that others liable on the Administrative Agent and the Purchasers protect, secure, perfect Guarantee Obligations or insure any other security interest Person in any action seeking to enforce this Guarantee, (v) mitigate damages or lien take any other action to reduce, collect or enforce the Guarantee Obligations or (vi) resort to any property subject thereto; and (k) to other means of obtaining payment of the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller GuarantyGuarantee Obligations.

Waiver of Rights. The Seller Each SPV Entity expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller its SPV Entity Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller such SPV Entity might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Sellersuch SPV Entity, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor any Servicer or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor any Servicer or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.the

Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Buyer and the Administrative Agentof all extensions of credit, loans or advances to or purchases from Seller by Buyer; (b) diligence, presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantor Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to Guarantor or to any other party with respect to the Guaranteed Obligations Guarantor Liabilities or with respect to any collateral, security or property therefor; (d) notice of the Purchasers or the Administrative Agent Buyer obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantor Liabilities, the Repurchase Agreement, any other Repurchase Document, the Pledged Collateral, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantor Liabilities or the Guaranty, or the Purchasers or the Administrative Agent Buyer subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by Seller, Buyer or any other Person of any other loan, purchase, credit or security agreement or document or of Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Repurchase Documents or in connection with any purchase of Seller’s or such other Person’s property or assets; (f) except as required under the Repurchase Agreement, notice of the occurrence of any breach by Seller, Pledgor or any other Person or of any Event of Default; (g) except as required under the Repurchase Agreement, notice of Buyer’s transfer, disposition, assignment, sale, pledge or participation of the Guarantor Liabilities, the Purchased Assets, the Pledged Collateral, the Repurchase Documents, the Mortgage Loan Documents, or any collateral, security or property for the Guaranty or the Guarantor Liabilities or any portion of the foregoing; (h) except as required under the Repurchase Agreement, notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Asset, the Pledged Collateral or any collateral, security or property for the Guaranty or the Guarantor Liabilities; (i) notice of the protest, proof of non–payment or default by Seller or any other Person; (j) except as required under the Repurchase Agreement, any other action at any time taken or omitted by Buyer, and, generally, all demands and notices of every kind in connection with this Guaranty, the Repurchase Documents, the Guarantor Liabilities, the Purchased Assets, the Pledged Collateral, any collateral, security or property for the Guaranty or the Guarantor Liabilities, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantor Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; (m) any right to require the Administrative Agent or any Purchaser assert against Buyer, as a condition defense, counterclaim, set–off or cross–claim, any defense (legal or equitable), disability, set–off, counterclaim or claim of any kind or nature whatsoever that Guarantor, Seller or Pledgor may now or hereafter have against Buyer (other than payment or performance by in full of the Guarantor Liabilities), Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Pledgor or any other Person, (B) proceed but such waiver shall not prevent Guarantor from asserting against or exhaust any other security held from any ObligorBuyer in a separate action, any Originatorclaim, the Master Serviceraction, the Indemnification cause of action or demand that Guarantor might have, whether or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or not arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligationsthis Guaranty; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kn) to the fullest extent permitted by applicable Requirements of Law, the right (if any) to revoke this Guaranty as to any defenses future Guarantor Liabilities and (o) any right at any time to insist upon, plead or benefits that may be derived from in any manner whatsoever claim or afforded by applicable Law which limit take the liability benefit or advantage of any appraisal, valuation, stay, extension, marshalling of assets or exonerate guarantors or suretiesredemption laws, or exemption, whether now or at any time hereafter in force, which may conflict delay, prevent or otherwise effect the performance by Guarantor of the Guarantor Liabilities or the enforcement by Buyer of the Guarantor Liabilities or this Guaranty. It shall not be necessary for Buyer (and Guarantor hereby waives any rightswhich Guarantor may have to require Buyer), in order to enforce the obligations of Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against Seller, Pledgor, others liable on the Guarantor Liabilities, the Underlying Obligors or any other Person, (ii) enforce Buyer’s rights or exhaust its remedies under or with respect to the terms of this Agreement Mortgage Loan Documents and the Seller collateral and property secured thereby, the Purchased Assets, the Pledged Collateral or any collateral, security or property which shall ever have been given to secure the Repurchase Documents or the Guarantor Liabilities, (iii) enforce Buyer’s rights against any other guarantors of the Guarantor Liabilities, (iv) join Seller, Pledgor others liable on the Guarantor Liabilities or any other Person in any action seeking to enforce this Guaranty, (v) mitigate damages, take any other action to reduce, collect or enforce the Guarantor Liabilities or to pursue or refrain from pursuing any right or remedy which might benefit Guarantor or (vi) resort to any other means of obtaining payment of the Guarantor Liabilities.

Waiver of Rights. The Seller expressly waives Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to the fullest extent permitted or further assent by applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require made by the Administrative Agent or any Purchaser as a condition Lender may be rescinded by such party and any of payment the Obligations continued, and the Obligations, or performance by the Sellerliability of any other party upon or for any part thereof, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Personcollateral security or guarantee therefor or right of offset with respect thereto, (B) proceed against may, from time to time, in whole or exhaust any other security held from any Obligorin part, any Originatorbe renewed, the Master Servicerextended, the Indemnification Guarantor amended, modified, accelerated, compromised, waived, surrendered or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of released by the Administrative Agent or any Lender, and the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any OriginatorCredit Agreement, the Master Servicer, Notes and the Indemnification Guarantor or other Loan Documents and any other Person including any defense based on documents executed and delivered in connection therewith may be amended, modified, supplemented or arising out of the lack of validity terminated, in whole or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligorin part, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Purchasers Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against any of the Guarantors, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other Guarantor or guarantor, and (k) any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the fullest extent permitted by applicable LawBorrower or any such other Guarantor or guarantor or any release of the Borrower or such other Guarantor or guarantor shall not relieve any of the Guarantors in respect of which a demand or collection is not made or any of the Guarantors not so released of their several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Administrative Agent or any Lender against any of this Agreement the Guarantors. For the purposes hereof “demand” shall include the commencement and the Seller Guarantycontinuance of any legal proceedings.

Waiver of Rights. The Seller expressly waives Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor and without notice to the fullest extent permitted by applicable Law: (a) notice of acceptance of the Seller Guaranty or further assent by the Purchasers and the Administrative Agent; (b) presentment and Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Indenture Trustee or any Noteholder may be rescinded by such party and notice any of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtainingcontinued, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing and the Guaranteed Obligations, or the Purchasers liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Indenture Trustee or any Noteholder, and the Indenture, the Note Purchase Agreements and the other Operative Agreements may be amended, modified, supplemented or terminated, in whole or in part, as the Indenture Trustee (or the Administrative Agent subordinatingRequired Holders, compromisingas the case may be) may deem advisable from time to time, discharging and any collateral security, guarantee or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests right of offset at any time held by the Indenture Trustee or any agreement or instrument related to Noteholder for the Sold Assets or payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Indenture Trustee nor any Noteholder shall have any obligation to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Guaranteed Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against the Guarantor, the Indenture Trustee or any Noteholder may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and (k) any failure by the Indenture Trustee or any Noteholder to make any such demand or to collect any payments from the fullest extent permitted by applicable LawBorrower or any other guarantor or any release of the Borrower or such other guarantor shall not relieve the Guarantor, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Indenture Trustee or any Noteholder against the Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of this Agreement and the Seller Guarantyany legal proceedings.

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as 744072627 21691544 38 specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Moog or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Moog or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Moog or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Moog or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.

Waiver of Rights. The Seller expressly waives Pledgor shall remain obligated hereunder, and the Collateral shall remain subject to the fullest extent permitted by applicable Law: (a) security interests granted hereby, notwithstanding that, without any reservation of rights against the Pledgor, and without notice of acceptance of the Seller Guaranty to or further assent by the Purchasers and the Administrative Agent; (b) presentment and Pledgor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor Obligations made by the Trustee or of default (except as specifically required in this Agreement) with respect to any Holders may be rescinded by the Guaranteed Obligations Trustee or with respect to such Holders any security therefor; (d) notice of the Purchasers or Obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers liability of the Issuer or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Company or any other Person including upon or for any defense based on part thereof, or arising out any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Trustee or any Holder, and the Indentures, any Series Supplemental Indenture, the Securities, the other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated in accordance with their terms, and any guarantee, right of offset or other collateral security at any time held by the Trustee or any Holder for the payment of the lack of validity Obligations may be sold, exchanged, waived, surrendered or released. Neither the unenforceability of the Sold Assets or the Guaranteed Obligations or Trustee nor any agreement or instrument relating thereto or by reason of the cessation of the liability of Holder shall have any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest or lien for the Obligations or any property subject thereto. The Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Trustee or any Holder upon this Agreement; the Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred in reliance upon this Agreement; and (k) all dealings between the Issuer or the Company and the Pledgor, on the one hand, and the Trustee and the Holders, on the other, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Issuer or the Company or the Pledgor with respect to the fullest extent permitted Obligations. When pursuing its rights and remedies hereunder against the Pledgor, the Trustee may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Issuer or the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by applicable Law, the Trustee to pursue such other rights or remedies or to collect any defenses payments from the Issuer or benefits that may be derived from the Company or afforded by applicable Law which limit the liability any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of or exonerate guarantors or suretiesoffset, or which may conflict with any release of the terms Issuer or the Company or any such other Person or of this Agreement any such collateral security, guarantee or right of offset, shall not relieve the Pledgor of any liability hereunder, and shall not impair or affect the Seller Guarantyrights and remedies, whether express, implied or available as a matter of law, of the Trustee against the Pledgor or the Collateral.

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of 748740795 18564151 the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification any Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification any Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification any Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification any Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.

Waiver of Rights. The Seller Each SPV Entity expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller its SPV Entity Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller such SPV Entity might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Sellersuch SPV Entity, to (A) proceed against any Obligor, Performance Guarantor, any Originator, the Master Servicer, the Indemnification Guarantor any Servicer or any other Person, (B) proceed against or exhaust any other security held from any Obligor, Performance Guarantor, any Originator, the Master Servicer, the Indemnification Guarantor any Servicer or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.or

Waiver of Rights. The Seller expressly waives Company shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Company, and without notice to the fullest extent permitted by applicable Law: (a) notice of acceptance of the Seller Guaranty or further assent by the Purchasers and the Administrative Agent; (b) presentment and Company, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Subsidiary Borrower Obligations made by any Agent or any Lender may be rescinded by such Agent or such Lender, and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Subsidiary Borrower Obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Subsidiary Borrower Obligations, or the Purchasers liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Agent or any Lender, and this Agreement, the other Loan Documents, and any other 89 82 documents executed and delivered in connection herewith or therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations relevant Lenders, as the case may be) may deem advisable from time to which the Seller might otherwise be entitled; (f) time, and any collateral security, guarantee or right to require the Administrative of offset at any time held by any Agent or any Purchaser as a condition of Lender for the payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative AgentSubsidiary Borrower Obligations may be sold, the Purchasers exchanged, waived, surrendered or any other Person, or (D) pursue any other remedy in the power of the Administrative released. No Agent or the Purchasers whatsoever; (g) Lender nor any defense arising by reason of the incapacity, lack of authority or their respective Affiliates shall have any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Subsidiary Borrower Obligations or lien for the guarantee contained in this Section 13 or any property subject thereto; and (k) to . When making any demand hereunder against the fullest extent permitted by applicable LawCompany, any defenses Agent or benefits that may any Lender may, but shall be derived under no obligation to, make a similar demand on the relevant Subsidiary Borrower or any other guarantor, and any failure by any Agent or any Lender to make any such demand or to collect any payments from such Subsidiary Borrower or afforded by applicable Law which limit any such other guarantor or any release of such Subsidiary Borrower or such other guarantor shall not relieve the liability Company of its obligations or exonerate guarantors liabilities under this Section 13, and shall not impair or suretiesaffect the rights and remedies, express or implied, or which may conflict with as a matter of law, of any Agent or any Lender against the terms Company. For the purposes hereof "demand" shall include the commencement and continuance of this Agreement and the Seller Guarantyany legal proceedings.

Waiver of Rights. The Seller expressly waives Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Pledgor and without notice to the fullest extent permitted by applicable Law: (a) notice of acceptance of the Seller Guaranty or further assent by the Purchasers and the Administrative Agent; (b) presentment and Pledgor, any demand for payment or performance of any of the Obligations made by the Secured Party or any other Guaranteed Obligations; (c) protest Party may be rescinded and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligorother party upon or for any part thereof, or any Originatorcollateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Secured Party or the other Guaranteed Parties and the Credit Agreement, the Master ServicerNotes, and any collateral security document or other guaranty or document in connection therewith (including, without limitation, the Indemnification Guarantor other Financing Documents) may be amended, modified, supplemented, or terminated, in whole or in part, as the Secured Party and the other Guaranteed Parties may deem advisable from time to time, and any collateral security or guaranty or right of offset at any time held by the Secured Party or the other Guaranteed Parties for the payment of the Obligations may be sold, exchanged, waived, surrendered, or released, all without the necessity of any reservation of rights against the Pledgor and without notice to or further assent by the Pledgor which will remain bound hereunder, notwithstanding any such renewal, extension, modification, acceleration, compromise, amendment, supplement, termination, sale, exchange, waiver, surrender, or release. When making any demand hereunder against the Pledgor, the Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any guarantor, and any failure by the Secured Party to make any such demand or to collect any payments from the Borrower or any such other Person from guarantor, or any cause other than payment in full release of the Sold Assets Borrower or other guarantor, shall not relieve the Pledgor of its obligations or liabilities hereunder, and shall not impair or affect the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of rights and remedies, express or implied, or as a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions matter of law, statutory of the Secured Party or otherwise, which are or might be in conflict with the terms other Guaranteed Parties against the Pledgor. For the purposes hereof "demand" shall include the commencement and continuance of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guarantyproceedings.

Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by applicable Lawwaives: (a) notice of acceptance of the Seller Guaranty this Guarantee by the Purchasers and the Administrative Agent, the Lenders or any other guarantor and of all extensions of credit, loans or advances to or purchases from the Borrowers by the Administrative Agent or the Lenders; (b) presentment and demand for payment or performance of any of the Guaranteed Guarantee Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to the Guarantor or to any other Person with respect to the Guaranteed Guarantee Obligations or with respect to any collateral, security or Property therefor; (d) notice of the Purchasers Administrative Agent or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantee Obligations, the Credit Agreement, any other Credit Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed Obligations, Guarantee Obligations or the Purchasers Guarantee, or the Administrative Agent or the Lenders subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by the Borrowers, the Administrative Agent, the Lenders or any other Person of any other loan, purchase, credit or security agreement or document or of the Borrowers’ or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Credit Documents or in connection with any purchase of the Borrowers’ or such other Person’s Property or assets; (f) notice of any kind concerning the assets, liabilities, financial condition, creditworthiness, businesses, prospects or other affairs of the Borrowers or any other Person; (g) notice of the occurrence of any breach by the Borrowers, the Pledgors, any other Credit Party or any other Person or of any Event of Default; (h) notice of the Administrative Agent’s or the Lenders’ transfer, disposition, assignment, sale, pledge or participation of the Guarantee Obligations, the Collateral, the Pledged Collateral, the Credit Documents, the Mortgage Loan Documents, or any collateral, security or Property for the Guarantee or the Guarantee Obligations or any portion of the foregoing; (i) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations; (j) notice of the protest, proof of non–payment or default by the Borrowers or any other Person; (k) any other action at any time taken or omitted by the Administrative Agent or the Lenders, and, generally, all demands and notices of every kind in connection with this Guarantee, the Credit Documents, the Guarantee Obligations, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guarantee or the Guarantee Obligations and the obligations hereby guaranteed; (l) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fm) demand for payment under this Guarantee; and (n) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed assert against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) Lenders, as a defense, counterclaim, set–off or cross–claim, any defense arising by reason of the incapacity(legal or equitable), lack of authority set–off, counterclaim or any disability or other defense claim of any Obligor, any Originator, kind or nature whatsoever that the Master Servicer, Guarantor may now or hereafter have against the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity Administrative Agent or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause Lenders (other than payment in full of the Sold Assets Guarantee Obligations), the Borrowers or any other Person. It shall not be necessary for the Administrative Agent or the Lenders (and the Guaranteed Obligations; (h) Guarantor hereby waives any defense based upon any applicable Law rights which provides that the obligation of a surety must be neither larger Guarantor may have to require the Administrative Agent or the Lenders), in amount nor in other respects more burdensome than that order to enforce the obligations of the principal; Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against the Borrowers, the Pledgors, any defense based upon other Credit Party, others liable on the Guarantee Obligations, the Obligors or any other Person, (ii) enforce the Administrative Agent’s or the Lenders’ rights or exhaust its remedies under or with respect to the Mortgage Loan Documents and the collateral and Property secured thereby, the Collateral, the Pledged Collateral or any Purchaser’s errors collateral, security or omissions in Property which shall ever have been given to secure the administration of the Sold Assets Guarantee or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Guarantee Obligations, (Biii) enforce the benefit of any statute of limitations affecting the SellerAdministrative Agent’s liability under the Seller Guaranty or the enforcement Lenders’ rights against any other guarantors of the Seller GuarantyGuarantee Obligations, (Civ) any rights to set-offsjoin the Borrowers, recoupments and counterclaims, and (D) promptness, diligence and any requirement that others liable on the Administrative Agent and the Purchasers protect, secure, perfect Guarantee Obligations or insure any other security interest Person in any action seeking to enforce this Guarantee, (v) mitigate damages or lien take any other action to reduce, collect or enforce the Guarantee Obligations or (vi) resort to any property subject thereto; and (k) to other means of obtaining payment of the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller GuarantyGuarantee Obligations.

Waiver of Rights. The Seller expressly Guarantor waives to the fullest extent permitted by applicable Law: (a) any and all notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment creation, renewal, extension or performance accrual of any of the Guaranteed Obligations; (c) protest , and notice of dishonor or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings pursuant to the Repurchase Agreement and the Program Documents between the Seller and the Guarantor, on the one hand, and the Buyer, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default (except as specifically required or nonpayment to or upon the Seller or the Guarantor with respect to the Guaranteed Obligations. The Guarantor hereby waives diligence; presentment; demand for payment or performance; filing of claims with any court in this Agreement) case of the insolvency, reorganization or bankruptcy of the Seller; protest or notice with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which amounts payable by the Seller thereunder; and all demands whatsoever; any fact, event or circumstance that might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as constitute a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable defense to or discharge of the Sold Assets Guarantor, including (but without typifying or limiting this waiver), failure by the Guaranteed Obligations, (B) the benefit Buyer to perfect a security interest in any collateral securing performance of any statute Obligation or to realize the value of limitations affecting any collateral or other assets which may be available to satisfy any Obligation and any delay by the Buyer in exercising any of its rights hereunder or against the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.

Waiver of Rights. The Seller QB Guarantor expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Administrative Agent and of all extensions of credit to any Qualified Borrower or other Credit Party by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsDebt; (c) protest and notice of dishonor or of default (except as specifically required in this by the Credit Agreement) with respect to the Guaranteed Obligations Debt or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Secured Parties obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed ObligationsDebt, or the Purchasers or the Administrative Agent Secured Parties subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Qualified Borrower Guaranty, any other Loan Document or the Guaranteed Obligations Debt to which the Seller QB Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerQB Guarantor, to (A) proceed against any Obligorthe Qualified Borrowers, any Originator, QB Guarantor of the Master Servicer, the Indemnification Guarantor Guaranteed Debt or any other Person, ; (B) proceed against or exhaust any other security held from any Obligorthe Qualified Borrowers, any Originator, QB Guarantor of the Master Servicer, the Indemnification Guarantor Guaranteed Debt or any other Person, ; (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe Qualified Borrowers including, any Originatorwithout limitation, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations Debt or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person Qualified Borrowers from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsDebt; (h) any defense based upon any applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed ObligationsDebt; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement Qualified Borrower Guaranty and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, QB Guarantor’s obligations hereunder; (B) the benefit of any statute of limitations affecting the SellerQB Guarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guaranty, hereof; (C) any rights to set-offs, recoupments and counterclaims, ; and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors QB Guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Qualified Borrower Guaranty.

Waiver of Rights. The Seller Parent Guarantor expressly waives to the fullest extent permitted by applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Deal Agent, the Purchaser and the Administrative other Secured Parties and of all extensions of credit, loans or advances to or purchases from the Seller by the Deal Agent, the Purchaser and the other Secured Parties; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantee Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to the Parent Guarantor or to any other party with respect to the Guaranteed Obligations Guarantee Liabilities or with respect to any collateral, security or Property therefor; (d) notice of the Purchasers or Deal Agent, the Administrative Agent Purchaser and the other Secured Parties obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantee Liabilities, the Repurchase Agreement, any other Repurchase Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantee Liabilities or the Guaranty, or the Purchasers Deal Agent, the Purchaser or the Administrative Agent other Secured Parties subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by the Seller, the Deal Agent, the Purchaser, the other Secured Parties or any other Person of any other loan, purchase, credit or security agreement or document or of the Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Repurchase Documents or in connection with any purchase of the Seller’s or such other Person’s Property or assets; (f) notice of the occurrence of any breach by the Seller, the Pledgor, the Limited Guarantor, the Parent, any other Repurchase Party or any other Person or of any Event of Default; (g) notice of the Deal Agent’s, the Purchaser’s or the other Secured Parties’ transfer, disposition, assignment, sale, pledge or participation of the Guarantee Liabilities, the Purchased Items, the Pledged Collateral, the Repurchase Documents, the Mortgage Loan Documents, or any collateral, security or Property securing the Guaranty or the Guarantee Liabilities or any portion of the foregoing; (h) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Item, the Pledged Collateral or any collateral, security or Property securing the Guaranty or the Guarantee Liabilities; (i) notice of the protest, proof of non–payment or default by the Seller or any other Person; (j) any other action at any time taken or omitted by the Deal Agent, the Purchaser or the other Secured Parties, and, generally, all demands and notices of every kind in connection with this Guaranty, the Repurchase Documents, the Guarantee Liabilities, the Purchased Items, the Pledged Collateral, any collateral, security or Property securing the Guaranty or the Guarantee Liabilities, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantee Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Parent Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; and (m) any right to require assert against the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Deal Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent Purchaser or the Purchasers whatsoever; (g) other Secured Parties, as a defense, counterclaim, set–off or cross–claim, any defense arising by reason of the incapacity(legal or equitable), lack of authority set–off, counterclaim or any disability or other defense claim of any Obligor, any Originatorkind or nature whatsoever that the Parent Guarantor may now or hereafter have against the Deal Agent, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity Purchaser or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause Secured Parties (other than payment in full of the Sold Assets Guarantee Liabilities), the Seller or any other Person, but such waiver shall not prevent the Parent Guarantor from asserting against the Deal Agent, the Purchaser and the Guaranteed Obligations; (h) other Secured Parties in a separate action, any defense based upon any applicable Law which provides claim, action, cause of action or demand that the obligation Parent Guarantor might have, whether or not arising out of a surety must this Guaranty. It shall not be neither larger necessary for the Deal Agent, the Purchaser and the other Secured Parties (and the Parent Guarantor hereby waives any rights which the Parent Guarantor may have to require the Deal Agent, the Purchaser and the other Secured Parties), in amount nor in other respects more burdensome than that order to enforce the obligations of the principal; Parent Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against the Seller, the Pledgor, the Limited Guarantor, the Parent, any defense based upon other Repurchase Party, others liable on the Administrative Guarantee Liabilities, the Borrowers or any other Person, (ii) enforce the Deal Agent’s, the Purchaser’s or the other Secured Parties’ rights or exhaust its remedies under or with respect to the Mortgage Loan Documents and the collateral and Property secured thereby, the Purchased Items, the Pledged Collateral or any Purchaser’s errors collateral, security or omissions in Property which shall ever have been given to secure the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement Guarantee Liabilities, (iii) enforce the Deal Agent’s, the Purchaser’s or the other Secured Parties’ rights against any other guarantors of the Seller Guarantee Liabilities, (iv) join the Seller, others liable on the Guarantee Liabilities or any other Person in any action seeking to enforce this Guaranty, (Cv) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect mitigate damages or insure take any other security interest action to reduce, collect or lien or any property subject thereto; and (k) to enforce the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesGuarantee Liabilities, or which may conflict with (vii) resort to any other means of obtaining payment of the terms of this Agreement and the Seller GuarantyGuarantee Liabilities.

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (Ai) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person, (Bii) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person, (Ciii) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (Div) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (Ai) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (Bii) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (Ciii) any rights to set-offs, recoupments and counterclaims, and (Div) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.this

Waiver of Rights. The Seller expressly waives Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Pledgor and without notice to the fullest extent permitted or further assent by applicable Law: any Pledgor, (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any demand for payment or performance of any of the Guaranteed Obligations; (c) protest First Lien Obligations made by the Collateral Agent or any other First Lien Secured Party may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or First Lien Obligations continued, (b) the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed First Lien Obligations, or the Purchasers liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other First Lien Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit, any Additional First Lien Agreement and any other documents executed and delivered in connection therewith, the Secured Cash Management Agreements, Secured Hedging Agreements and Secured Commodity Hedging Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement, Secured Hedging Agreement and Secured Commodity Hedging Agreement, the Cash Management Bank or Hedge Bank party thereto or in the case of any Additional First Lien Agreement, the trustee, agent or representative thereunder or the required lenders or holders thereunder) may deem advisable from time to which the Seller might otherwise be entitled; time and (fd) any collateral security, guarantee or right to require of offset at any time held by the Administrative Collateral Agent or any Purchaser as a condition other First Lien Secured Party for the payment of payment the First Lien Obligations may be sold, exchanged, waived, surrendered or performance by released. Neither the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or Collateral Agent nor any other Person, (B) proceed against or exhaust First Lien Secured Party shall have any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort obligation to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for the First Lien Obligations or lien for this Pledge Agreement or any property subject thereto; . When making any demand hereunder against any Pledgor, the Collateral Agent or any other First Lien Secured Party may, but shall be under no obligation to, make a similar demand on the Company or any Pledgor or any other Person, and (k) any failure by the Collateral Agent or any other First Lien Secured Party to make any such demand or to collect any payments from the fullest extent permitted by applicable LawCompany or any Pledgor or any other Person or any release of the Company or any Pledgor or any other Person shall not relieve any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Collateral Agent or any other First Lien Secured Party against any Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of this Agreement and the Seller Guarantyany legal proceedings.

Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Lenders and of all extensions of credit to any Borrower by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent Lenders subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Obligations to which the Seller Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerGuarantor, to (Ai) proceed against any Obligorthe Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Obligations or any other Person, ; (Bii) proceed against or exhaust any other security held from any Obligorthe Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Obligations or any other Person, ; (Ciii) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, ; or (Div) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe Borrowers, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person Borrowers from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which statute or rule of law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (Aj)(i) any principles or provisions of law, statutory or otherwise, which that are or might be in conflict with the terms of this Credit Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, Guarantor’s obligations hereunder; (Bii) the benefit of any statute of limitations affecting the SellerGuarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guaranty, hereof; (C) any rights to set-offs, recoupments and counterclaims, ; and (Div) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which that limit the liability of or exonerate guarantors or sureties, or which that may conflict with the terms of this Agreement and the Seller GuarantyCredit Agreement.

Waiver of Rights. The Seller expressly waives Pledgor shall remain obligated hereunder, and the Collateral shall remain subject to the fullest extent permitted by applicable Law: (a) security interests granted hereby, notwithstanding that, without any reservation of rights against the Pledgor, and without notice of acceptance of the Seller Guaranty to or further assent by the Purchasers and the Administrative Agent; (b) presentment and Pledgor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor Obligations made by the Trustee or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice Holders of the Purchasers Senior Secured Notes may be rescinded by the Trustee or such Holders of the Administrative Agent obtainingSenior Secured Notes and any of the Obligations may be continued, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing and the Guaranteed Obligations, or the Purchasers liability of the Issuer or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Company or any other Person including upon or for any defense based on part thereof, or arising out any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Trustee or any Holder of the lack of validity or Senior Secured Notes, and the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any ObligorIndenture, any OriginatorSeries Supplemental Indenture, the Master ServicerSenior Secured Notes, the Indemnification Guarantor or other Transaction Documents and any other Person from any cause other than payment documents executed and delivered in full of the Sold Assets connection therewith may be amended, modified, supplemented or terminated, in whole or part, in accordance with their terms and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and the Indenture and, subject to the Indenture, any legal guarantee, right of offset or equitable discharge other collateral security at any time held by the Trustee or any Holder of the Sold Assets or Senior Secured Notes for the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement payment of the Seller GuarantyObligations may be sold, (C) exchanged, waived, surrendered or released. Neither the Trustee nor any rights Holder of the Senior Secured Notes shall have any obligation to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest or lien for the Obligations or any property subject thereto. The Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Trustee or any Holder upon this Agreement; the Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred in reliance upon this Agreement; and (k) all dealings between the Issuer or the Company and the Pledgor, on the one hand, and the Trustee and the Holders of the Senior Secured Notes, on the other, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Issuer or the Company or the Pledgor with respect to the fullest extent permitted Obligations. When pursuing its rights and remedies hereunder against the Pledgor, the Trustee and any Holder of the Senior Secured Notes may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Issuer or the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by applicable Law, the Trustee or any defenses Holder of the Senior Secured Notes to pursue such other rights or benefits that may be derived remedies or to collect any payments from the Issuer or afforded by applicable Law which limit the liability Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of or exonerate guarantors or suretiesoffset, or which may conflict with any release of the terms Issuer or the Company or any such other Person or of this Agreement any such collateral security, guarantee or right of offset, shall not relieve the Pledgor of any liability hereunder, and shall not impair or affect the Seller Guarantyrights and remedies, whether express, implied or available as a matter of law, of the Trustee or any Holder of the Senior Secured Notes against the Pledgor or the Collateral.

Waiver of Rights. The Seller expressly waives Each Subsidiary Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Subsidiary Guarantor and without notice to the fullest extent permitted or further assent by applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any Subsidiary Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Administrative Agent, the Issuing Lender or any Lender may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers liability of any other party upon or for any part thereof, or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent, the Issuing Lender or any Lender, and the Credit Agreement, the Notes and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent subordinating(the Issuing Lender, compromisingall of the Lenders and/or the Required Lenders, discharging as the case may be) may deem advisable from time to time, and any guarantee or releasing such security interests or liensright of offset at any time held by the Administrative Agent, if any; (e) all other notices, demands, presentments, protests the Issuing Lender or any agreement Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or instrument related to released. When making any demand hereunder against any of the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require Subsidiary Guarantors, the Administrative Agent Agent, the Issuing Lender or any Purchaser as Lender may, but shall be under no obligation to, make a condition of payment or performance by similar demand on the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Borrowers or any other PersonSubsidiary Guarantor or guarantor, (B) proceed against or exhaust and any other security held from any Obligor, any Originatorfailure by the Administrative Agent, the Master Servicer, Issuing Lender or any Lender to make any such demand or to collect any payments from the Indemnification Borrowers or any such other Subsidiary Guarantor or guarantor or any other Person, (C) proceed against or have resort to any balance release of any deposit accountBorrower or such other Subsidiary Guarantor or guarantor shall not relieve any of the Subsidiary Guarantors in respect of which a demand or collection is not made or any of the Subsidiary Guarantors not so released of their joint and several obligations or liabilities hereunder, securities account and shall not impair or credit on affect the books rights and remedies, express or implied, or as a matter of law, of the Administrative Agent, the Purchasers Issuing Lender or any other Person, or (D) pursue Lender against any other remedy in the power of the Administrative Agent or Subsidiary Guarantors. For the Purchasers whatsoever; (g) any defense arising by reason of purposes hereof, “demand” shall include the incapacity, lack of authority or any disability or other defense commencement and continuance of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guarantyproceedings.

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (Ai) proceed against any Obligor, any Originator, the Master Pledgor, the Servicer, the Indemnification Performance Guarantor or any other Person, (Bii) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Pledgor, the Servicer, the Indemnification Performance Guarantor or any other Person, (Ciii) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (Div) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Pledgor, the Servicer, the Indemnification Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Pledgor, the Servicer, the Indemnification Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.

Waiver of Rights. The Seller Pledgor shall remain obligated hereunder, and the charges created hereby shall not be adversely affected nor shall this Agreement be novated unless expressly waives agreed in writing by the parties hereto, notwithstanding that, without any reservation of rights against the Pledgor and without notice to or further assent by the fullest extent permitted by applicable Law: Pledgor, (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require made by the Administrative Agent or any Purchaser as a condition other Secured Party may be rescinded by such party and any of payment the Obligations continued, (b) the Obligations, or performance the liability of any other party upon of for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Administrative Agent or any other PersonSecured Party, (Bc) proceed against or exhaust the Credit Agreement, the other Credit Documents, the Letters of Credit and any other security held from documents executed and delivered in connection therewith and the Hedge Agreements and any Obligorother documents executed and delivered in connection therewith and any documents entered into with the Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any Originatorautomated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Hedge Agreement, or document entered into with the Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the Master Servicerparty thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Indemnification Guarantor Administrative Agent or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on Secured Party for the books payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative AgentAgent nor any other Secured Party shall have any obligation to protect, secure perfect or insure any Lien at any time held by it as security for the Obligations or for this Pledge Agreement or any property subject thereto. When making any demand hereunder against the Pledgor, the Purchasers Administrative Agent or any other PersonSecured Party may, but shall be under no obligation to, make a similar demand on the Borrowers or any pledgor and any failure by the Administrative Agent or any other such Secured Party to make any such demand or to collect any payments from the Borrowers or any pledgor or any release of the Borrowers or any pledgor shall not relieve the Pledgor in respect of which a demand or collection is not made or the Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or (D) pursue any other remedy in the power as a matter of law, of the Administrative Agent or any other Secured Party against the Purchasers whatsoever; (g) any defense arising by reason of Pledgor. For the incapacity, lack of authority or any disability or other defense purposes hereof “demand” shall include the commencement and continuance of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guarantyproceedings.

Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Buyer and the Administrative Agentof all extensions of credit, loans or advances to or purchases from Seller by Buyer; (b) diligence, presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantor Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to Guarantor or to any other party with respect to the Guaranteed Obligations Guarantor Liabilities or with respect to any collateral, security or property therefor; (d) notice of the Purchasers or the Administrative Agent Buyer obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantor Liabilities, the Repurchase Agreement, any other Transaction Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed ObligationsGuarantor Liabilities or the Guaranty, or the Purchasers or the Administrative Agent Buyer subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by Seller, Buyer or any other Person of any other loan, purchase, credit or security agreement or document or of Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Transaction Documents or in connection with any purchase of Seller’s or such other Person’s property or assets; (f) except as otherwise required pursuant to the Repurchase Agreement, notice of the occurrence of any breach by Seller or any other Person or of any Event of Default; (g) except as otherwise required pursuant to the Repurchase Agreement, notice of Buyer’s transfer, disposition, assignment, sale, pledge or participation of the Guarantor Liabilities, the Purchased Loans, the Transaction Documents, the Purchased Loan Documents, or any collateral, security or property for the Guaranty or the Guarantor Liabilities or any portion of the foregoing; (h) except as otherwise required pursuant to the Repurchase Agreement, notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Loans or any collateral, security or property for the Guaranty or the Guarantor Liabilities; (i) notice of the protest, proof of non-payment or default by Seller or any other Person; (j) except as otherwise required pursuant to the Repurchase Agreement, any other action at any time taken or omitted by Buyer, and, generally, all demands and notices of every kind in connection with this Guaranty, the Transaction Documents, the Guarantor Liabilities, the Purchased Loans, any collateral, security or property for the Guaranty or the Guarantor Liabilities, the Purchased Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantor Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; (m) any right to require the Administrative Agent or any Purchaser assert against Buyer, as a condition of payment defense, counterclaim, set-off or performance by the Seller, to (A) proceed against any Obligorcross-claim, any Originatordefense (legal or equitable), the Master Servicerdisability, the Indemnification set-off, counterclaim or claim of any kind or nature whatsoever that any Guarantor or any other Person, Seller may 10 Limited Guaranty (BCitibank and Northstar) proceed now or hereafter have against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, Buyer (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed ObligationsGuarantor Liabilities), Seller or any other Person, but such waiver shall not prevent Guarantor from asserting against Buyer in a separate action, any claim, action, cause of action or demand that Guarantor might have, whether or not arising out of this Guaranty; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (kn) to the fullest extent permitted by applicable Requirement of Law, the right (if any) to revoke this Guaranty as to any defenses future Guarantor Liabilities; and (o) any right at any time to insist upon, plead or benefits that may be derived from in any manner whatsoever claim or afforded by applicable Law which limit take the liability benefit or advantage of any appraisal, valuation, stay, extension, marshalling of assets or exonerate guarantors or suretiesredemption laws, or exemption, whether now or at any time hereafter in force, which may conflict delay, prevent or otherwise effect the performance by Guarantor of the Guarantor Liabilities or the enforcement by Buyer of the Guarantor Liabilities or this Guaranty. It shall not be necessary for Buyer (and Guarantor hereby waives any rights which Guarantor may have to require Buyer), in order to enforce the obligations of Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against Seller, others liable on the Guarantor Liabilities, the Underlying Obligors or any other Person, (ii) enforce Buyer’s rights or exhaust its remedies under or with respect to the terms of this Agreement Purchased Loan Documents and the collateral and property secured thereby, the Purchased Loans or any collateral, security or property which shall ever have been given to secure the Transaction Documents or the Guarantor Liabilities, (iii) enforce Buyer’s rights against any other guarantors of the Guarantor Liabilities, (iv) join Seller or others liable on the Guarantor Liabilities or any other Person in any action seeking to enforce this Guaranty, (v) mitigate damages, take any other action to reduce, collect or enforce the Guarantor Liabilities or to pursue or refrain from pursuing any right or remedy which might benefit Guarantor or (vi) resort to any other means of obtaining payment of the Guarantor Liabilities.

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative AgentPurchaser; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Purchaser obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent Purchaser subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative AgentPurchaser, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent Purchaser or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent Purchaser and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.

Waiver of Rights. The Seller expressly waives Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Grantor and without notice to the fullest extent permitted or further assent by applicable Law: any Grantor, (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Secured Obligations continued, (b) the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Secured Obligations, or the Purchasers liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to which the Seller might otherwise be entitled; time, and (fd) any collateral security, guarantee or right to require of offset at any time held by the Administrative Collateral Agent or any Purchaser as a condition other Secured Party for the payment of payment the Secured Obligations may be sold, exchanged, waived, surrendered or performance by released. Neither the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or Collateral Agent nor any other Person, (B) proceed against or exhaust Secured Party shall have any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort obligation to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Secured Obligations or lien for this Security Agreement or any property subject thereto; . When making any demand hereunder against any Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on any Grantor or any other Person, and (k) any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Parent Borrower or any Grantor or any other Person or any release of any Parent Borrower or any Grantor or any other Person shall not relieve any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the fullest extent permitted by applicable Lawrights and remedies, any defenses express or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Collateral Agent or any other Secured Party against any Grantor. For the purposes hereof “demand” shall include the commencement and continuance of this Agreement and the Seller Guarantyany legal proceedings.

Waiver of Rights. The Seller Each Guarantor expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Lenders and of all extensions of credit to any Credit Party by the Administrative AgentLenders; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent Lenders subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Obligations to which the Seller Guarantors might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerGuarantors, to (A) proceed against any Obligorthe Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Obligations or any other Person, (B) proceed against or exhaust any other security held from any Obligorthe Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe Borrowers including, any Originatorwithout limitation, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person Borrowers from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Credit Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsGuarantors’ obligations hereunder, (B) the benefit of any statute of limitations affecting the Seller’s Guarantors’ liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Credit Agreement and the Seller Guaranty(other than a defense of payment or performance).

Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Administrative Agent or the Lenders and of all extensions of credit, loans or advances to or purchases from the Borrowers by the Administrative AgentAgent or the Lenders; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantee Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to the Guarantor or to any other party with respect to the Guaranteed Obligations Guarantee Liabilities or with respect to any collateral, security or Property therefor; (d) notice of the Purchasers Administrative Agent or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantee Liabilities, the Credit Agreement, any other Credit Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed Obligations, Guarantee Liabilities or the Purchasers Guaranty, or the Administrative Agent or the Lenders subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by the Borrowers, the Administrative Agent, the Lenders or any other Person of any other loan, purchase, credit or security agreement or document or of the Borrowers’ or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Credit Documents or in connection with any purchase of the Borrowers’ or such other Person’s Property or assets; (f) notice of the occurrence of any breach by the Borrowers, the Pledgor, any other Credit Party or any other Person or of any Event of Default; (g) notice of the Administrative Agent’s or the Lenders’ transfer, disposition, assignment, sale, pledge or participation of the Guarantee Liabilities, the Collateral, the Pledged Collateral, the Credit Documents, the Mortgage Loan Documents, or any collateral, security or Property for the Guaranty or the Guarantee Liabilities or any portion of the foregoing; (h) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Collateral, the Pledged Collateral or any collateral, security or Property for the Guaranty or the Guarantee Liabilities; (i) notice of the protest, proof of non—payment or default by the Borrowers or any other Person; (j) any other action at any time taken or omitted by the Administrative Agent or the Lenders, and, generally, all demands and notices of every kind in connection with this Guaranty, the Credit Documents, the Guarantee Liabilities, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guaranty or the Guarantee Liabilities, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantee Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; and (m) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed assert against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) Lenders, as a defense, counterclaim, set—off or cross—claim, any defense arising by reason of the incapacity(legal or equitable), lack of authority set—off, counterclaim or any disability or other defense claim of any Obligor, any Originator, kind or nature whatsoever that the Master Servicer, Guarantor may now or hereafter have against the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity Administrative Agent or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause Lenders (other than payment in full of the Sold Assets Guarantee Liabilities), the Borrowers or any other Person, but such waiver shall not prevent the Guarantor from asserting against the Administrative Agent or the Lenders in a separate action, any claim, action, cause of action or demand that the Guarantor might have, whether or not arising out of this Guaranty. It shall not be necessary for the Administrative Agent or the Lenders (and the Guaranteed Obligations; (h) Guarantor hereby waives any defense based upon any applicable Law rights which provides that the obligation of a surety must be neither larger Guarantor may have to require the Administrative Agent or the Lenders), in amount nor in other respects more burdensome than that order to enforce the obligations of the principal; Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against the Borrowers, the Pledgor, any defense based upon other Credit Party, others liable on the Guarantee Liabilities, the Obligors or any other Person, (ii) enforce the Administrative Agent’s or the Lenders’ rights or exhaust its remedies under or with respect to the Mortgage Loan Documents and the collateral and Property secured thereby, the Collateral, the Pledged Collateral or any Purchaser’s errors collateral, security or omissions in Property which shall ever have been given to secure the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement Guarantee Liabilities, (iii) enforce the Administrative Agent’s or the Lenders’ rights against any other guarantors of the Seller GuarantyGuarantee Liabilities, (Civ) any rights to set-offsjoin the Borrowers, recoupments and counterclaims, and (D) promptness, diligence and any requirement that others liable on the Administrative Agent and the Purchasers protect, secure, perfect Guarantee Liabilities or insure any other security interest or lien or Person in any property subject thereto; and (k) action seeking to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of enforce this Agreement and the Seller Guaranty.,

Waiver of Rights. The Seller Each SPV Entity expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller its SPV Entity Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller such SPV Entity might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Sellersuch SPV Entity, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor any Servicer or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor any Servicer or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor any Servicer or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.any

Waiver of Rights. The Seller expressly waives Guarantors shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantors, and without notice to the fullest extent permitted by applicable Law: (a) notice of acceptance of the Seller Guaranty or further assent by the Purchasers and the Administrative Agent; (b) presentment and Guarantors, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Agent or any Lender may be rescinded by the Agent or such Lender, and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers liability of any other party upon or the Administrative Agent subordinatingfor any part thereof, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement collateral or instrument related other security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser Lender, and any Credit Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the provisions thereof as a condition the Agent (or the requisite Lenders, as the case may be) may deem advisable from time to time, and any collateral or other security, guarantee or right of payment or performance offset at any time held by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Agent or any other PersonLender for the payment of the Obligations may be sold, (B) proceed against exchanged, waived, surrendered or exhaust any other security held from any Obligor, any Originator, released. None of the Master Servicer, the Indemnification Guarantor Agent or any other Person, (C) proceed against or Lender shall have resort any obligation to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Agreement or any property subject thereto; . When making any demand hereunder against either Guarantor the Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or the other Guarantor or any other guarantor, and (k) any failure by the Agent or any Lender to make any such demand or to collect any payments from the fullest extent permitted by applicable LawBorrower, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesother Guarantor, or which may conflict with any such other guarantor or any release of the terms Borrower, the other Guarantor or such other guarantor shall not relieve either Guarantor of this Agreement its obligations or liabilities hereunder, and shall not impair or affect the Seller Guarantyrights and remedies, express or implied, or as a matter of law, of the Agent or any Lender against either Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Waiver of Rights. The Seller expressly waives Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to the fullest extent permitted or further assent by applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require made by the Administrative Agent or any Purchaser as a condition Lender may be rescinded by such party and any of payment the Obligations continued, and the Obligations, or performance by the Sellerliability of any other party upon or for any part thereof, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Personcollateral security or guarantee therefor or right of offset with respect thereto, (B) proceed against may, from time to time, in whole or exhaust any other security held from any Obligorin part, any Originatorbe renewed, the Master Servicerextended, the Indemnification Guarantor amended, modified, accelerated, compromised, waived, surrendered or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of released by the Administrative Agent or any Lender, and the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any OriginatorCredit Agreement, the Master Servicer, Notes and the Indemnification Guarantor or other Loan Documents and any other Person including any defense based on documents executed and delivered in connection therewith may be amended, modified, supplemented or arising out of the lack of validity terminated, in whole or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligorin part, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Purchasers Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against any of the Guarantors, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other Guarantor or guarantor, and (k) any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the fullest extent permitted by applicable LawBorrower or any such other Guarantor or guarantor or any release of the Borrower or such other Guarantor or guarantor shall not relieve any of the Guarantors in respect of which a demand or collection is not made or any of the Guarantors not so released of their several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Administrative Agent or any Lender against any of this Agreement the Guarantors. For the purposes hereof "demand" shall include the commencement and the Seller Guaranty.continuance of any legal proceedings. 5 5

Waiver of Rights. The Seller expressly waives Pledgor shall remain obligated hereunder, and the Collateral shall remain subject to the fullest extent permitted by applicable Law: (a) security interest created hereby, notwithstanding that, without any reservation of rights against the Pledgor, and without notice of acceptance of the Seller Guaranty to or further assent by the Purchasers and the Administrative Agent; (b) presentment and Pledgor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Trustee or any Holder may be rescinded by the Trustee or such Holder, and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books liability of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Issuer or any other Person including upon or for any defense based on part thereof, or arising out any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Trustee or any Holder, and the Indenture, the Senior Secured Notes, the Shareholder Loan Agreements, the Project Notes and the other Transaction Documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in accordance with their terms, and any guarantee, right of offset or other collateral security at any time held by the Trustee or any Holder for the payment of the lack of validity Obligations may be sold, exchanged, waived, surrendered or released. Neither the unenforceability of the Sold Assets or the Guaranteed Obligations or Trustee nor any agreement or instrument relating thereto or by reason of the cessation of the liability of Holder shall have any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest or lien for the Obligations or any property subject thereto. The Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Trustee or any Holder upon this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Agreement; and (k) all dealings between the Issuer and the Pledgor, on the one hand, and the Trustee and the Holders of Senior Secured Notes, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Issuer or the Pledgor with respect to the fullest extent permitted Obligations. When pursuing its rights and remedies hereunder against the Pledgor, the Trustee may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Issuer or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by applicable Law, the Trustee to pursue such other rights or remedies or to collect any defenses payments from the Issuer or benefits that may be derived from any such other Person or afforded by applicable Law which limit the liability to realize upon any such collateral security or guarantee or to exercise any such right of or exonerate guarantors or suretiesoffset, or which may conflict with any release of the terms Issuer or any such other Person or of this Agreement any such collateral security, guarantee or right of offset, shall not relieve the Pledgor of any liability hereunder, and shall not impair or affect the Seller Guarantyrights and remedies, whether express, implied or available as a matter of law, of the Trustee or any Holder against the Pledgor or the Collateral.

Waiver of Rights. The Seller expressly waives Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to the fullest extent permitted or further assent by applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require made by the Administrative Agent or any Purchaser as a condition Lender may be rescinded by such party and any of payment the Obligations continued, and the Obligations, or performance by the Sellerliability of any other party upon or for any part thereof, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Personcollateral security or guarantee therefor or right of offset with respect thereto, (B) proceed against may, from time to time, in whole or exhaust any other security held from any Obligorin part, any Originatorbe renewed, the Master Servicerextended, the Indemnification Guarantor amended, modified, accelerated, compromised, waived, surrendered or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of released by the Administrative Agent or any Lender, and the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any OriginatorCredit Agreement, the Master Servicer, Notes and the Indemnification Guarantor or other Loan Documents and any other Person including any defense based on documents executed and delivered in connection therewith may be amended, modified, supplemented or arising out of the lack of validity terminated, in whole or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligorin part, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Purchasers Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against any of the Guarantors, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other Guarantor or guarantor, and (k) any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the fullest extent permitted by applicable LawBorrower or any such other Guarantor or guarantor or any release of the Borrower or such other Guarantor or guarantor shall not relieve any of the Guarantors in respect of which a demand or collection is not made or any of the Guarantors not so released of their several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Administrative Agent or any Lender against any of this Agreement the Guarantors. For the purposes hereof "demand" shall include the commencement and the Seller Guarantycontinuance of any legal proceedings.

Waiver of Rights. The Seller expressly waives Pledgor shall remain obligated hereunder, and the Collateral shall remain subject to the fullest extent permitted by applicable Law: (a) security interests granted hereby, notwithstanding that, without any reservation of rights against the Pledgor, and without notice of acceptance of the Seller Guaranty to or further assent by the Purchasers and the Administrative Agent; (b) presentment and Pledgor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor Obligations made by the Trustee or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice Holders of the Purchasers Senior Secured Notes Guarantee may be rescinded by the Trustee or such Holders of the Administrative Agent obtainingSenior Secured Notes Guarantee and any of the Obligations may be continued, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing and the Guaranteed Obligations, or the Purchasers or liability of the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any OriginatorIssuer, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Pledgor or any other Person including upon or for any defense based on part thereof, or arising out any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Trustee or any Holder of the lack of validity or Senior Secured Notes Guarantee, and the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any ObligorIndenture, any OriginatorSeries Supplemental Indenture, the Master ServicerSenior Secured Notes Guarantee, the Indemnification Guarantor or other Transaction Documents and any other Person from any cause other than payment documents executed and delivered in full of the Sold Assets connection therewith may be amended, modified, supplemented or terminated in accordance with their terms and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement the Indentures, in whole or part, from time to time, and any legal guarantee, right of offset or equitable discharge other collateral security at any time held by the Trustee or any Holder of the Sold Assets or Senior Secured Notes Guarantee for the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement payment of the Seller GuarantyObligations may be sold, (C) exchanged, waived, surrendered or released. Neither the Trustee nor any rights Holder of the Senior Secured Notes Guarantee shall have any obligation to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest or lien for the Obligations or any property subject thereto. The Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Trustee or any Holder of the Senior Secured Notes Guarantee upon this Agreement; the Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred in reliance upon this Agreement; and (k) all dealings between the Issuer and the Pledgor, on the one hand, and the Trustee and the Holders of the Senior Secured Notes Guarantee, on the other, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Issuer or the Pledgor with respect to the fullest extent permitted Obligations. When pursuing its rights and remedies hereunder against the Pledgor, the Trustee may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Issuer or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by applicable Law, the Trustee to pursue such other rights or remedies or to collect any defenses payments from the Issuer or benefits that may be derived from any such other Person or afforded by applicable Law which limit the liability to realize upon any such collateral security or guarantee or to exercise any such right of or exonerate guarantors or suretiesoffset, or which may conflict with any release of the terms Issuer or any such other Person or of this Agreement any such collateral security, guarantee or right of offset, shall not relieve the Pledgor of any liability hereunder, and shall not impair or affect the Seller Guarantyrights and remedies, whether express, implied or available as a matter of law, of the Trustee against the Pledgor or the Collateral.

Waiver of Rights. The Seller Guarantor expressly waives to the fullest extent permitted by applicable Lawwaives: (a) notice of acceptance of the Seller this Guaranty by the Purchasers Administrative Agent or the Lenders and of all extensions of credit, loans or advances to or purchases from the Borrowers by the Administrative AgentAgent or the Lenders; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsGuarantee Liabilities; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) to the Guarantor or to any other party with respect to the Guaranteed Obligations Guarantee Liabilities or with respect to any collateral, security or Property therefor; (d) notice of the Purchasers Administrative Agent or the Administrative Agent Lenders obtaining, amending, substituting for, releasing, waiving waiving, modifying, extending, replacing or modifying restating all or any security interest portion of the Guarantee Liabilities, the Credit Agreement, any other Credit Document, other guarantees or lien, if any, any Lien now or hereafter securing the Guaranteed Obligations, Guarantee Liabilities or the Purchasers Guaranty, or the Administrative Agent or the Lenders subordinating, compromising, discharging discharging, terminating or releasing such security interests or liens, if anyLiens; (e) notice of the execution and delivery by the Borrowers, the Administrative Agent, the Lenders or any other Person of any other loan, purchase, credit or security agreement or document or of the Borrowers’ or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Credit Documents or in connection with any purchase of the Borrowers’ or such other Person’s Property or assets; (f) notice of the occurrence of any breach by the Borrowers, the Pledgor, any other Credit Party or any other Person or of any Event of Default; (g) notice of the Administrative Agent’s or the Lenders’ transfer, disposition, assignment, sale, pledge or participation of the Guarantee Liabilities, the Collateral, the Pledged Collateral, the Credit Documents, the Mortgage Loan Documents, or any collateral, security or Property for the Guaranty or the Guarantee Liabilities or any portion of the foregoing; (h) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Collateral, the Pledged Collateral or any collateral, security or Property for the Guaranty or the Guarantee Liabilities; (i) notice of the protest, proof of non–payment or default by the Borrowers or any other Person; (j) any other action at any time taken or omitted by the Administrative Agent or the Lenders, and, generally, all demands and notices of every kind in connection with this Guaranty, the Credit Documents, the Guarantee Liabilities, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guaranty or the Guarantee Liabilities, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantee Liabilities and the obligations hereby guaranteed; (k) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations notices to which the Seller Guarantor might otherwise be entitled; (fl) demand for payment under this Guaranty; and (m) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed assert against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) Lenders, as a defense, counterclaim, set–off or cross–claim, any defense arising by reason of the incapacity(legal or equitable), lack of authority set–off, counterclaim or any disability or other defense claim of any Obligor, any Originator, kind or nature whatsoever that the Master Servicer, Guarantor may now or hereafter have against the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity Administrative Agent or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause Lenders (other than payment in full of the Sold Assets Guarantee Liabilities), the Borrowers or any other Person, but such waiver shall not prevent the Guarantor from asserting against the Administrative Agent or the Lenders in a separate action, any claim, action, cause of action or demand that the Guarantor might have, whether or not arising out of this Guaranty. It shall not be necessary for the Administrative Agent or the Lenders (and the Guaranteed Obligations; (h) Guarantor hereby waives any defense based upon any applicable Law rights which provides that the obligation of a surety must be neither larger Guarantor may have to require the Administrative Agent or the Lenders), in amount nor in other respects more burdensome than that order to enforce the obligations of the principal; Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against the Borrowers, the Pledgor, any defense based upon other Credit Party, others liable on the Guarantee Liabilities, the Obligors or any other Person, (ii) enforce the Administrative Agent’s or the Lenders’ rights or exhaust its remedies under or with respect to the Mortgage Loan Documents and the collateral and Property secured thereby, the Collateral, the Pledged Collateral or any Purchaser’s errors collateral, security or omissions in Property which shall ever have been given to secure the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement Guarantee Liabilities, (iii) enforce the Administrative Agent’s or the Lenders’ rights against any other guarantors of the Seller Guarantee Liabilities, (iv) join the Borrowers, others liable on the Guarantee Liabilities or any other Person in any action seeking to enforce this Guaranty, (Cv) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect mitigate damages or insure take any other security interest action to reduce, collect or lien or any property subject thereto; and (k) to enforce the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesGuarantee Liabilities, or which may conflict with (vii) resort to any other means of obtaining payment of the terms of this Agreement and the Seller GuarantyGuarantee Liabilities.

Waiver of Rights. The Seller expressly waives Except for termination of a Guarantor’s obligations hereunder as provided in Section 5.14, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to the fullest extent permitted or further assent by applicable Lawany Guarantor: (a) notice any demand for payment of acceptance any of the Seller Guaranty Obligations made by the Purchasers Collateral Agent or any other Secured Party may be rescinded by such party and any of the Administrative AgentObligations continued; (b) presentment and demand for payment the Obligations, or performance the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party (with the consent of the Guaranteed Obligationsapplicable Credit Parties where required by the terms hereof or thereof); (c) protest the Credit Agreement and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the other Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or Transaction Documents and any other Persondocuments executed and delivered in connection therewith may be amended, (B) proceed against modified, waived, supplemented or exhaust any other security held from any Obligorterminated, any Originatorin whole or in part, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict accordance with the terms of this Agreement the applicable documents; and (d) any legal collateral security, guarantee or equitable discharge right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Sold Assets Obligations may be sold, exchanged, waived, surrendered or released. Neither the Guaranteed Obligations, (B) the benefit of Collateral Agent nor any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) other Secured Party shall have any rights obligation to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against any of the Guarantors, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other Guarantor or guarantor, and (k) any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from the fullest extent permitted by applicable LawBorrower or any such other Guarantor or guarantor or any release of the Borrower or such other Guarantor or guarantor shall not relieve any of the Guarantors in respect of which a demand or collection is not made or any of the Guarantors not so released of their several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Collateral Agent or any other Secured Party against any of this Agreement the Guarantors. For the purposes hereof “demand” shall include the commencement and the Seller Guarantycontinuance of any legal proceedings.

Waiver of Rights. The Seller expressly waives Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor and without notice to the fullest extent permitted by applicable Law: (a) notice of acceptance of the Seller Guaranty or further assent by the Purchasers and the Administrative Agent; (b) presentment and Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Administrative Agent, the Issuing Lender or any Lender may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent subordinatingAgent, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests the Issuing Lender or any agreement Lender and the Credit Agreement, the Notes, the other Credit Documents, any Letter of Credit, any Interest Rate Agreement with any Lender or instrument related Lenders and any other collateral security document or other guarantee or document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent, the Issuing Lender and/or any Lender may deem advisable from time to the Sold Assets time, and any collateral security, guarantee or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) right of offset at any right to require time held by the Administrative Agent or any Purchaser as a condition of Lender for the payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative AgentObligations may be sold, the Purchasers exchanged, waived, surrendered or any other Person, or (D) pursue any other remedy in the power of released. Neither the Administrative Agent or the Purchasers whatsoever; (g) nor any defense arising by reason of the incapacity, lack of authority or Lender shall have any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on any other guarantor, and (k) any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from any such other guarantor or any release of any such other guarantor shall not relieve the fullest extent permitted by applicable LawGuarantor in respect of which a demand or collection is not made, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Administrative Agent or any Lender against the Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of this Agreement and the Seller Guarantyany legal proceedings.

Waiver of Rights. The Seller expressly waives Pledgor shall remain obligated hereunder, and the charges created hereby shall not be adversely affected, notwithstanding that, without any reservation of rights against the Pledgor and without notice to or further assent by the fullest extent permitted by applicable Law: Pledgor, (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require made by the Administrative Agent or any Purchaser as a condition other Secured Party may be rescinded by such party and any of payment the Obligations continued, (b) the Obligations, or performance by the Sellerliability of any other party upon or for any part thereof, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Personcollateral security or guarantee therefor or right of offset with respect thereto, (B) proceed against may, from time to time, in whole or exhaust any other security held from any Obligorin part, any Originatorbe renewed, the Master Servicerextended, the Indemnification Guarantor amended, modified, accelerated, compromised, waived, surrendered or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of released by the Administrative Agent or any other Secured Party, (c) the Purchasers whatsoever; Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Administrative Agent or any of its Affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (gor the Required Lenders, as the case may be, or, in the case of any Hedge Agreement, or documents entered into with the Administrative Agent or any of its Affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d) any defense arising collateral security, guarantee or right of offset at any time held by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Administrative Agent or any other Person including any defense based on or arising out Secured Party for the payment of the lack of validity Obligations may be sold, exchanged, waived, surrendered or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that released. Neither the Administrative Agent and the Purchasers nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Pledge or any property subject thereto; . When making any demand hereunder against the Pledgor, the Administrative Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Pledgor or any pledgor and (k) any failure by the Administrative Agent or any other such Secured Party to make any such demand or to collect any payments from the fullest extent permitted by applicable LawPledgor or any pledgor or any release of the Pledgor or any pledgor shall not relieve the Pledgor in respect of which a demand or collection is not made or the Pledgor not so released of its several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Administrative Agent or any other Secured Party against the Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of this Agreement and the Seller Guarantyany legal proceedings.

Waiver of Rights. The Seller expressly waives Each Subsidiary Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Subsidiary Guarantor and without notice to the fullest extent permitted or further assent by applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any Subsidiary Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Administrative Agent, the Issuing Lender or any Lender may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers liability of any other party upon or for any part thereof, or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent subordinatingAgent, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests the Issuing Lender or any agreement Lender, and the Credit Agreement, the Notes and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or instrument related to the Sold Assets terminated, in whole or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require in part, as the Administrative Agent Agent, the Issuing Lender, all of the Lenders and/or the Required Lenders, as the case may be, may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent, the Issuing Lender or any Purchaser as a condition Lender for the payment of payment the Obligations may be sold, exchanged, waived, surrendered or performance by the Seller, to (A) proceed released. When making any demand hereunder against any Obligor, any Originatorof the Subsidiary Guarantors, the Master ServicerAdministrative Agent, the Indemnification Guarantor Issuing Lender or any Lender may, but shall be under no obligation to, make a similar demand on the Borrowers or any other PersonSubsidiary Guarantor or guarantor, (B) proceed against or exhaust and any other security held from any Obligor, any Originatorfailure by the Administrative Agent, the Master Servicer, Issuing Lender or any Lender to make any such demand or to collect any payments from the Indemnification Borrowers or any such other Subsidiary Guarantor or guarantor or any other Person, (C) proceed against or have resort to any balance release of any deposit accountBorrower or such other Subsidiary Guarantor or guarantor shall not relieve any of the Subsidiary Guarantors in respect of which a demand or collection is not made or any of the Subsidiary Guarantors not so released of their joint and several obligations or liabilities hereunder, securities account and shall not impair or credit on affect the books rights and remedies, express or implied, or as a matter of law, of the Administrative Agent, the Purchasers Issuing Lender or any other Person, or (D) pursue Lender against any other remedy in the power of the Administrative Agent or Subsidiary Guarantors. For the Purchasers whatsoever; (g) any defense arising by reason of purposes hereof, “demand” shall include the incapacity, lack of authority or any disability or other defense commencement and continuance of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guarantyproceedings.

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Servicer or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Servicer or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Servicer or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Servicer or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.

Waiver of Rights. The Seller expressly waives Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Pledgor and without notice to the fullest extent permitted or further assent by applicable Law: any Pledgor, (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and any demand for payment or performance of any of the Guaranteed Obligations; (c) protest First Lien Obligations made by the Collateral Agent or any other First Lien Secured Party may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or First Lien Obligations continued, (b) the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed First Lien Obligations, or the Purchasers liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other First Lien Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit, any Additional First Lien Agreement and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests the Collateral Agent or any agreement of their respective affiliates in connection with treasury, depositary or instrument related cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or if there are any Additional First Lien Obligations outstanding, subject to the Sold Assets terms of any Intercreditor Agreement among the holders of First Lien Obligations, the requisite holders or lenders of such Additional First Lien Obligations), as the Guaranteed Obligations to which case may be, or, in the Seller might otherwise be entitled; (f) case of any right to require Hedge Agreement or documents entered into with the Administrative Agent or any Purchaser as a condition of payment its affiliates in connection with treasury, depositary or performance cash management services or in connection with any automated clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Collateral Agent or any other PersonFirst Lien Secured Party for the payment of the First Lien Obligations may be sold, (B) proceed against exchanged, waived, surrendered or exhaust released. Neither the Collateral Agent nor any other security held from First Lien Secured Party shall have any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort obligation to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for the First Lien Obligations or lien for this Pledge Agreement or any property subject thereto; . When making any demand hereunder against any Pledgor, the Collateral Agent or any other First Lien Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any Pledgor or any other person, and (k) any failure by the Collateral Agent or any other First Lien Secured Party to make any such demand or to collect any payments from the fullest extent permitted by applicable LawBorrower or any Pledgor or any other person or any release of the Borrower or any Pledgor or any other person shall not relieve any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Collateral Agent or any other First Lien Secured Party against any Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of this Agreement and the Seller Guarantyany legal proceedings.

Waiver of Rights. The Seller Until the Obligations have been paid in full (other than contingent indemnification Obligations and expense reimbursement obligations for which no claim has been made), the Guarantor expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Lender and of all extensions of credit to any Credit Party by the Administrative AgentLender; (b) presentment and demand for payment or performance of any of the Guaranteed Guaranty Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Guaranty Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lender obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Guaranty Obligations, or the Purchasers or the Administrative Agent Lender subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Guaranty Obligations to which the Seller Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerGuarantor, to (A) proceed against any Obligorthe applicable Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Guaranty Obligations or any other Person, (B) proceed against or exhaust any other security held from any Obligorthe applicable Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Guaranty Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe applicable Borrower including, any Originatorwithout limitation, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Guaranty Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person applicable Borrower from any cause other than payment in full of the Sold Assets and the Guaranteed Guaranty Obligations; (h) any defense based upon any applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 Guaranty Obligations (other than any action or inaction that constitutes gross negligence or willful misconduct or a material breach of the Guaranteed ObligationsAdministrative Agent’s obligations under this Credit Agreement); (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Credit Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsGuarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the SellerGuarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Credit Agreement (other than a defense of payment and performance in full of the Seller GuarantyObligations (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)).

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed ObligationsTHE GUARANTEED OBLIGATIONS; (cC) protest and notice of dishonor or of default PROTEST AND NOTICE OF DISHONOR OR OF DEFAULT (except as specifically required in this AgreementEXCEPT AS SPECIFICALLY REQUIRED IN THIS AGREEMENT) with respect to the Guaranteed Obligations or with respect to any security thereforWITH RESPECT TO THE GUARANTEED OBLIGATIONS OR WITH RESPECT TO ANY SECURITY THEREFOR; (dD) notice of the Purchasers or the Administrative Agent obtainingNOTICE OF THE PURCHASERS OR THE ADMINISTRATIVE AGENT OBTAINING, amendingAMENDING, substituting forSUBSTITUTING FOR, releasingRELEASING, waiving or modifying any security interest or lienWAIVING OR MODIFYING ANY SECURITY INTEREST OR LIEN, if anyIF ANY, hereafter securing the Guaranteed ObligationsHEREAFTER SECURING THE GUARANTEED OBLIGATIONS, or the Purchasers or the Administrative Agent subordinatingOR THE PURCHASERS OR THE ADMINISTRATIVE AGENT SUBORDINATING, compromisingCOMPROMISING, discharging or releasing such security interests or liensDISCHARGING OR RELEASING SUCH SECURITY INTERESTS OR LIENS, if anyIF ANY; (eE) all other noticesALL OTHER NOTICES, demandsDEMANDS, presentmentsPRESENTMENTS, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitledPROTESTS OR ANY AGREEMENT OR INSTRUMENT RELATED TO THE SOLD ASSETS OR THE GUARANTEED OBLIGATIONS TO WHICH THE SELLER MIGHT OTHERWISE BE ENTITLED; (fF) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerANY RIGHT TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY PURCHASER AS A CONDITION OF PAYMENT OR PERFORMANCE BY THE SELLER, to TO (A) proceed against any ObligorPROCEED AGAINST ANY OBLIGOR, ANY ORIGINATOR, THE SERVICER, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification any Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification any Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification any Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.

Waiver of Rights. The Seller expressly waives Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor and without notice to the fullest extent permitted by applicable Law: (a) notice of acceptance of the Seller Guaranty or further assent by the Purchasers and the Administrative Agent; (b) presentment and Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Administrative Agent, Issuing Lender or any L/C Participant may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers liability of any other party upon or for any part thereof, or any guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent subordinatingAgent, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests the Issuing Lender or any agreement L/C Participant and the Credit Agreement, the other Loan Documents or instrument related other guarantee or document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent, the Issuing Lender and/or any L/C Participant may deem advisable from time to time, and any guarantee or right of offset at any time held by the Sold Assets Administrative Agent, the Issuing Lender or any L/C Participant for the Guaranteed payment of the Obligations to which may be sold, exchanged, waived, surrendered or released. When making any demand hereunder against the Seller might otherwise Guarantor, the Administrative Agent, the Issuing Lender or any L/C Participant may, but shall be entitled; (f) under no obligation to, make a similar demand on the respective Subsidiary Guarantor or any right to require guarantor, and any failure by the Administrative Agent or any Purchaser Lender to make any such demand or to collect any payments from such respective Subsidiary Guarantor or such other guarantor or any release of such respective Subsidiary Guarantor or such other guarantor shall not relieve the Guarantor, and shall not impair or affect the rights and remedies, express or implied, or as a condition matter of payment or performance by the Sellerlaw, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Issuing Lender or any other Person, or (D) pursue any other remedy in L/C Participant against the power of Guarantor. For the Administrative Agent or purposes hereof “demand” shall include the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense commencement and continuance of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guarantyproceedings.

Waiver of Rights. The Seller expressly waives to To the fullest extent permitted by applicable Law: (a) law, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice of acceptance of the Seller Guaranty to or further assent by the Purchasers and the Administrative Agent; (b) presentment and any Guarantor, any demand for payment or performance of any of the Guaranteed Obligations; (c) protest Obligations made by the Agent or any Lender may be rescinded by such party and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or Obligations continued, and the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers liability of any other party upon or the Administrative Agent subordinatingfor any part thereof, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement collateral security or instrument related guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser Lender, and the Credit Agreement, the Notes and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as a condition the Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of payment or performance offset at any time held by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor Agent or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, Lender for the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books payment of the Administrative AgentObligations may be sold, exchanged, waived, surrendered or released. Neither the Purchasers or Agent nor any other Person, or (D) pursue Lender shall have any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other Lien at any time held by it as security interest for the Obligations or lien for this Guarantee or any property subject thereto; . When making any demand hereunder against any of the Guarantors, the Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrowers or any other Guarantor or guarantor, and (k) any failure by the Agent or any Lender to make any such demand or to collect any payments from the fullest extent permitted by applicable LawBorrowers or any such other Guarantor or guarantor or any release of the Borrowers or such other Guarantor or guarantor or enforce any security provided shall not relieve any of the Guarantors in respect of which a demand or collection is not made or any of the Guarantors not so released of their several obligations or liabilities hereunder, any defenses and shall not impair or benefits that may be derived from affect the rights and remedies, express or afforded by applicable Law which limit the liability of or exonerate guarantors or suretiesimplied, or which may conflict with as a matter of law, of the terms Agent or any Lender against any of this Agreement the Guarantors. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. Each of UTH and UTL hereby unconditionally and irrevocably waives its rights under Sections 294, 687, 694 and 698 of the Seller GuarantyCivil and Commercial Code of Thailand.

Waiver of Rights. The Seller Until the Obligations have been paid in full (other than contingent indemnification Obligations and expense reimbursement obligations for which no claim has been made), the Guarantor expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers Lender and of all extensions of credit to any Credit Party by the Administrative AgentLender; (b) presentment and demand for payment or performance of any of the Guaranteed Guaranty Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Guaranteed Guaranty CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent Lender obtaining, amending, substituting for, releasing, waiving or modifying any security interest interest, lien or lienencumbrance, if any, hereafter securing the Guaranteed Guaranty Obligations, or the Purchasers or the Administrative Agent Lender subordinating, compromising, discharging or releasing such security interests interests, liens or liensencumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets this Credit Agreement, any other Loan Document or the Guaranteed Guaranty Obligations to which the Seller Guarantor might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the SellerGuarantor, to (A) proceed against any Obligorthe applicable Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Guaranty Obligations or any other Person, (B) proceed against or exhaust any other security held from any Obligorthe applicable Borrowers, any Originator, guarantor of the Master Servicer, the Indemnification Guarantor Guaranty Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligorthe applicable Borrower including, any Originatorwithout limitation, the Master Servicer, the Indemnification Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Guaranty Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or any other Person applicable Borrower from any cause other than payment in full of the Sold Assets and the Guaranteed Guaranty Obligations; (h) any defense based upon any applicable Law statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets Guaranty Obligations (other than any action or inaction that constitutes gross negligence or willful misconduct or a material breach of the Guaranteed ObligationsAdministrative Agent’s obligations under this Credit Agreement); (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Credit Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed ObligationsGuarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the SellerGuarantor’s liability under the Seller Guaranty hereunder or the enforcement of the Seller Guarantyhereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien Lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Credit Agreement (other than a defense of payment and performance in full of the Seller GuarantyObligations (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)).

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) prior notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled[reserved]; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any the applicable Originator, the Master Servicer, the Indemnification Guarantor Servicer or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any the applicable Originator, the Master Servicer, the Indemnification Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any the applicable Originator, the Master Servicer, the Indemnification Guarantor Servicer or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any the applicable Originator, the Master Servicer, the Indemnification Guarantor Servicer or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations[reserved]; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.

Waiver of Rights. The Seller Each SPV Entity expressly waives to the fullest extent permitted by applicable Applicable Law: (a) notice of acceptance of the Seller its SPV Entity Guaranty by the Purchasers and the Administrative Agent; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller such SPV Entity might otherwise be entitled; (f) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Sellersuch SPV Entity, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor any Servicer or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor any Servicer or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor any Servicer or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor any Servicer or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h) any defense based upon any applicable Applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Sellersuch SPV Entity’s liability under the Seller its SPV Entity Guaranty 742583266 14453710 or the enforcement of the Seller its SPV Entity Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Applicable Law, any defenses or benefits that may be derived from or afforded by applicable Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller its SPV Entity Guaranty.

Waiver of Rights. The Seller expressly waives to the fullest extent permitted by applicable Law: (ai) notice of acceptance of the Seller Guaranty by the Purchasers and the Administrative Agent; (bii) presentment and demand for payment or performance of any of the Guaranteed Obligations; (ciii) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (div) notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (ev) all other notices, demands, presentments, protests or any agreement or instrument related to the Sold Assets or the Guaranteed Obligations to which the Seller might otherwise be entitled; (fvi) any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A) proceed against any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (gvii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Master Servicer, the Indemnification Performance Guarantor or any other Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (hviii) any defense based upon any applicable Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B) the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.the