Common use of Waivers and Releases Clause in Contracts

Waivers and Releases. The Parent hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral or other indulgence from time to time granted by any of the Administrative Agent, the Issuing Banks or any of the Lenders in respect of this Agreement, the Notes or any other Loan Document. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks and the Lenders, the Parent hereby releases the Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any, "claims" (as defined in 11 U.S.C.Section 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is or would be entitled by virtue of its obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative Agent, the Issuing Banks or any of the Lenders of their rights with respect to any Collateral, including any such claims to which the Parent may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent under this Section 2.17, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed hereby. With respect to this Agreement and the Notes, the Parent hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent further agrees that, as between the Parent, on the one hand, and the Administrative Agent, the Issuing Banks and the Lenders, on the other hand, (i) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in Section 8.2 hereof for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by the Parent for purposes of this guarantee. The Obligations of the Parent under this Section 2.17 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent agrees that it will indemnify the Administrative Agent, the Issuing Banks and the Lenders on demand for their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders in connection with such rescission or restoration.

Waivers and Releases. The Parent Holdco hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral or other indulgence from time to time granted by any of the Administrative Agent, the Issuing Banks or any of the Lenders Senior Credit Parties in respect of this Agreement, the Notes or any other Loan Document. Until the Senior Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative AgentSenior Credit Parties, the Issuing Banks and the Lenders, the Parent Holdco hereby releases the Borrowers Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any, "claims" (as defined in 11 U.S.C.Section U.S.C. ss. 101(4)), whether arising under Applicable Law or otherwise, to which the Parent Holdco is or would be entitled by virtue of its obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative Agent, the Issuing Banks or any of the Lenders Senior Credit Parties of their rights with respect to any Collateral, including any such claims to which the Parent Holdco may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers Borrower may not be released by the Parent Holdco under this Section 2.17Article 3, the Parent Holdco agrees that, until the Senior Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks and the LendersSenior Credit Parties, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Senior Obligations Guaranteed guaranteed hereby. With respect to this Agreement and the Notes, the Parent Holdco hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent Holdco further agrees that, as between the ParentHoldco, on the one hand, and the Administrative Agent, the Issuing Banks and the LendersSenior Credit Parties, on the other hand, (i) the maturity of the Senior Obligations Guaranteed guaranteed hereby may be accelerated as provided in Section 8.2 10.2 hereof for the purposes of this GuarantyGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Senior Obligations Guaranteed guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Senior Obligations as provided in Section 8.2 10.2 hereof, such Senior Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by the Parent Holdco for purposes of this guarantee. The Obligations of the Parent Holdco under this Section 2.17 Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers Borrower is rescinded or must otherwise be restored by any holder of any of the Senior Obligations Guaranteed guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent Holdco agrees that it will indemnify the Administrative Agent, the Issuing Banks and the Lenders Senior Credit Parties on demand for their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders Senior Credit Parties in connection with such rescission or restoration.

Waivers and Releases. The Parent Each Guarantor hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral or other indulgence from time to time granted by any of the Administrative Agent, the Issuing Banks Bank or any of the Lenders in respect of this Agreement, the Loans, the Notes or any other Loan Document. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks Bank and the Lenders, all rights of any Guarantor against the Parent hereby releases the Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any, "claims" (as defined in 11 U.S.C.Section 101(4)), whether Borrower arising under Applicable Law or otherwise, to which the Parent is or would be entitled by virtue of its obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative Agent, the Issuing Banks or any of the Lenders of their rights with respect to any Collateral, including any such claims to which the Parent may be entitled as a result of any a payment hereunder by such Guarantor by way of right of subrogation, exoneration contribution, reimbursement, indemnity or reimbursement. To otherwise shall in all respects be subordinate and junior in right of payment to the extent that the Borrowers may not be released by the Parent under this Section 2.17, the Parent agrees that, until the Obligations have been paid prior indefeasible payment in full in cash of all the Obligations. In addition, any indebtedness of the Borrower or otherwise satisfied any Guarantor now or hereafter held by any Guarantor is hereby subordinated in right of payment to the satisfaction prior payment in full of the Administrative Agent, the Issuing Banks and the Lenders, it Obligations. If any amount shall not erroneously be entitled paid to any right Guarantor on account of (i) such subrogation, exonerationcontribution, reimbursement reimbursement, indemnity or contribution similar right or (ii) any such indebtedness of the Borrower or any other Guarantor, such amount shall be held in respect trust for the benefit of any Obligations Guaranteed herebythe Lenders and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. With respect to this Agreement Agreement, the Loans and the Notes, the Parent each Guarantor hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent Each Guarantor further agrees that, as between the Parentsuch Guarantor, on the one hand, and the Administrative Agent, the Issuing Banks Bank and the Lenders, on the other hand, (i) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in Section 8.2 8.01 hereof for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 8.01 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by the Parent such Guarantor for purposes of this guaranteeGuaranty. The Obligations of the Parent each Guarantor under this Section 2.17 Guaranty shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent each Guarantor agrees that it will indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders on demand for their reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks Bank and the Lenders in connection with such rescission or restoration.

Waivers and Releases. The Parent hereby a. Guarantor waives marshaling of assets and liabilities, sale in inverse order of alienation, presentment, demand for payment, protest, notice ofof acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and consents toall other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by ▇▇▇▇▇▇▇▇’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension of time for payment or performance of payment, renewals, releases any Guaranteed Obligations; (ii) supplementation or amendment (material or otherwise) of collateral, delays in obtaining or realizing upon or failures to obtain, perfectthe Lease, or maintain perfection ofrenewal or extension thereof, or realize upon collateral or other indulgence from time to time granted by any increase in the size of the Administrative Agentleased premises (whether within the building or the property); (iii) any failure, the Issuing Banks omission, delay or any lack of the Lenders in respect of this Agreement, the Notes diligence by Landlord or any other Loan Documentperson or entity, to enforce, assert or exercise any right or remedy of Landlord under the Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in any creditor’s receivership, bankruptcy or other proceedings; (vi) impairment, limitation or modification of the liability of Tenant (or its estate in bankruptcy), or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoever. Until the Obligations have been paid Notwithstanding anything in full in cash or otherwise satisfied this Guaranty to the satisfaction contrary, the Guaranteed Obligations shall not include any increased obligations of the Administrative Agent, tenant under the Issuing Banks Lease which are added pursuant to an amendment or other modification of the Lease entered into between Landlord and an assignee of the Lenders, the Parent hereby releases the Borrowers from all, and agrees Lease that is not to assert or enforce (whether controlled by or in a legal under common control with Guarantor. As used herein the term “control” shall mean the ownership of fifty-one percent or equitable proceeding or otherwise) any, "claims" (as defined in 11 U.S.C.Section 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is or would be entitled by virtue of its obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative Agent, the Issuing Banks or any more of the Lenders of their rights with respect to any Collateralvoting stock or other voting equity interests in the controlled entity. c. Until all Guaranteed Obligations are fully performed, including any such claims to which the Parent may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent under this Section 2.17, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed hereby. With respect to this Agreement and the Notes, the Parent hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent further agrees that, as between the Parent, on the one hand, and the Administrative Agent, the Issuing Banks and the Lenders, on the other hand, Guarantor (i) the maturity has no right of the Obligations Guaranteed hereby may be accelerated as provided in Section 8.2 hereof for the purposes of this Guaranty, notwithstanding subrogation against Tenant due to any stay, injunction payment or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby, and performance by Guarantor; (ii) in the event waives any right to enforce any remedy Guarantor may now or hereafter have against Tenant due to any such payment or performance; and (iii) subordinates any liability or indebtedness of any declaration of acceleration of such Obligations as provided in Section 8.2 hereof, such Obligations (whether Tenant now or not otherwise due and payable) shall forthwith become due and payable hereafter held by the Parent for purposes of this guarantee. The Obligations of the Parent under this Section 2.17 shall be automatically reinstated if and Guarantor to the extent that for any reason any payment by or on behalf Guaranteed Obligations in favor of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent agrees that it will indemnify the Administrative Agent, the Issuing Banks and the Lenders on demand for their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders in connection with such rescission or restorationLandlord.

Waivers and Releases. The Parent Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of collateralCollateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral Collateral or other indulgence from time to time granted by any of the Administrative Agent, the Issuing Banks or any of the Lenders Credit Parties in respect of this Agreement, the Notes or any other Loan Document. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction Each of the Administrative Agent, the Issuing Banks and the Lenders, the Parent Guarantors hereby releases each of the Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any), any "claims" (as defined in 11 U.S.C.Section U.S.C. ss. 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is such Guarantors are or would be entitled by virtue of its their obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative Agent, the Issuing Banks or any of the Lenders Credit Parties of their rights with respect to any Collateral, including any such claims to which the Parent such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent such Guarantors under this Section 2.17Article 3, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction each of the Administrative Agent, the Issuing Banks and the Lenders, Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed guaranteed hereby. With respect to this Agreement and the Notes, each of the Parent Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent Each of the Guarantors further agrees that, as between the Parentsuch Guarantor, on the one hand, and the Administrative Agent, the Issuing Banks and the LendersCredit Parties, on the other hand, (ia) the maturity of the Obligations Guaranteed guaranteed hereby may be accelerated as provided in Section 8.2 9.2 hereof for the purposes of this GuarantyGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed guaranteed hereby, and (iib) in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 9.2 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by each of the Parent Guarantors for purposes of this guarantee. The Obligations obligations of the Parent Guarantors under this Section 2.17 Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization Insolvency Proceeding or otherwise, and the Parent each Guarantor agrees that it will will, jointly and severally, indemnify the Administrative Agent, the Issuing Banks and the Lenders Credit Parties on demand for their out-of-pocket reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrowers for the benefit of each of their respective creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to such Borrower (or an investment in the equity capital of such Borrower by such Guarantor).

Waivers and Releases. The Parent hereby waives notice of, and consents to, any extension Any failure by the Beneficiary to insist upon the strict performance by the Grantor of time of payment, renewals, releases of collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral or other indulgence from time to time granted by any of the Administrative Agentterms and provisions hereof shall not be deemed to be a waiver of any of the terms and provisions hereof, and the Issuing Banks Beneficiary, notwithstanding any such failure, shall have the right thereafter to insist upon the strict performance by the Grantor of any and all of the terms and provisions of this Deed of Trust. Neither the Grantor nor any other person now or hereafter obligated for the payment of the whole or any part of the Indebtedness shall be relieved of such obligation by reason of (i) the failure of the Beneficiary to comply with any request of the Grantor, (ii) the failure of the Beneficiary to take action to foreclose this Deed of Trust or otherwise enforce any of the provisions of this Deed of Trust or any of the Lenders in respect other Documents, (iii) the release, regardless of this Agreementconsideration, of the whole or any part of the security held for the Indebtedness, or (iv) any agreement or stipulation between any subsequent owner(s) of the Premises and the Beneficiary extending the time of payment or modifying the terms of the Note or Deed of Trust, without first having obtained the consent of the Grantor or such other person; and regardless of the occurrence of any such event, the Notes Grantor and all such other persons shall continue to be liable to make payments hereunder unless expressly released and discharged in writing by the Beneficiary. Regardless of consideration and without the necessity for any notice to or consent by the holder of any subordinate lien on the Premises, the Beneficiary may release the obligation of anyone at any time liable for any of the Indebtedness or any part of the security held for the Indebtedness, resort for the payment of the Indebtedness to any other Loan Document. Until security held by the Obligations have been paid Beneficiary in full in cash such order and manner as the Beneficiary may elect, or extend the time of payment or otherwise satisfied to modify the satisfaction terms of the Administrative AgentNote, the Issuing Banks and the Lenders, the Parent hereby releases the Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any, "claims" (as defined in 11 U.S.C.Section 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is or would be entitled by virtue this Deed of its obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative Agent, the Issuing Banks Trust or any of the Lenders other Documents without in any way impairing or affecting the lien of their rights with respect to this Deed of Trust or its priority over any Collateral, including any such claims to which the Parent may be entitled as a result subordinate lien. The holder of any subordinate lien shall have no right of subrogation, exoneration or reimbursement. To to terminate any lease affecting the extent that the Borrowers may not be released by the Parent under this Section 2.17, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed hereby. With respect to this Agreement and the Notes, the Parent hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent further agrees that, as between the Parent, on the one hand, and the Administrative Agent, the Issuing Banks and the Lenders, on the other hand, (i) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in Section 8.2 hereof for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 hereof, such Obligations (Premises whether or not otherwise due and payable) shall forthwith become due and payable by the Parent for purposes such lease is subordinate to this Deed of this guarantee. The Obligations of the Parent under this Section 2.17 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent agrees that it will indemnify the Administrative Agent, the Issuing Banks and the Lenders on demand for their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders in connection with such rescission or restorationTrust.

Waivers and Releases. The Parent Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of collateralCollateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral Collateral or other indulgence from time to time granted by any of the Administrative Agent, the Issuing Banks or any of the Lenders Credit Parties in respect of this Agreement, the Notes Agreement or any other Loan Document. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction Each of the Administrative Agent, the Issuing Banks and the Lenders, the Parent Guarantors hereby releases the Borrowers Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any), "any “claims" ” (as defined in 11 U.S.C.Section U.S.C. § 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is such Guarantors are or would be entitled by virtue of its their obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative Agent, the Issuing Banks or any of the Lenders Credit Parties of their rights with respect to any Collateral, including any such claims to which the Parent such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent such Guarantors under this Section 2.17Article 3, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction each of the Administrative Agent, the Issuing Banks and the Lenders, Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed guaranteed hereby. With respect to this Agreement and the Notesother Loan Documents, each of the Parent Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent Each of the Guarantors further agrees that, as between the Parentsuch Guarantor, on the one hand, and the Administrative Agent, the Issuing Banks and the LendersCredit Parties, on the other hand, (ia) the maturity of the Obligations Guaranteed guaranteed hereby may be accelerated as provided in Section 8.2 9.2 hereof for the purposes of this GuarantyGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed guaranteed hereby, and (iib) in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 9.2 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by each of the Parent Guarantors for purposes of this guarantee. The Obligations obligations of the Parent Guarantors under this Section 2.17 Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization Insolvency Proceeding or otherwise, and the Parent each Guarantor agrees that it will will, jointly and severally, indemnify the Administrative Agent, the Issuing Banks and the Lenders Credit Parties on demand for their out-of-pocket reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).

Waivers and Releases. The Parent hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral or other indulgence from time to time granted by any of the Administrative Agent, the Issuing Banks or any of the Lenders in respect of this Agreement, the Notes or any other Loan Document. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks and the Lenders, the Parent hereby releases the Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any, "claims" (as defined in 11 U.S.C.Section ▇.▇.▇.▇▇. 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is or would be entitled by virtue of its obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative Agent, the Issuing Banks or any of the Lenders of their rights with respect to any Collateral, including any such claims to which the Parent may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent under this Section 2.17, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed hereby. With respect to this Agreement and the Notes, the Parent hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent further agrees that, as between the Parent, on the one hand, and the Administrative Agent, the Issuing Banks and the Lenders, on the other hand, (i) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in Section 8.2 hereof for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by the Parent for purposes of this guarantee. The Obligations of the Parent under this Section 2.17 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent agrees that it will indemnify the Administrative Agent, the Issuing Banks and the Lenders on demand for their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders in connection with such rescission or restoration.

Waivers and Releases. The Parent hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral or other indulgence from time to time granted by any of the Administrative AgentAgents, the Issuing Banks or any of the Lenders in respect of this Agreement, the Notes or any other Loan Document. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative AgentAgents, the Issuing Banks and the Lenders, the Parent hereby releases the Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any, "claims" (as defined in 11 U.S.C.Section U.S.C. ss. 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is or would be entitled by virtue of its obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative AgentAgents, the Issuing Banks or any of the Lenders of their rights with respect to any Collateral, including any such claims to which the Parent may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent under this Section 2.17, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative AgentAgents, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed guaranteed hereby. With respect to this Agreement and the Notes, the Parent hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent further agrees that, as between the Parent, on the one hand, and the Administrative Agent, the Issuing Banks and the Lenders, on the other hand, (i) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in Section 8.2 hereof for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by the Parent for purposes of this guarantee. The Obligations of the Parent under this Section 2.17 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent agrees that it will indemnify the Administrative Agent, the Issuing Banks and the Lenders on demand for their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders in connection with such rescission or restoration.The

Waivers and Releases. The Parent Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of collateralCollateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral Collateral or other indulgence from time to time granted by any of the Administrative Agent, the Issuing Banks or any of the Lenders Credit Parties in respect of this Agreement, the Notes or any other Loan DocumentDocument or any Credit Party Interest Hedge Agreement. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction Each of the Administrative Agent, the Issuing Banks and the Lenders, the Parent Guarantors hereby releases the Borrowers Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any), any "claims" (as defined in 11 U.S.C.Section U.S.C. Section 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is such Guarantors are or would be entitled by virtue of its their obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative Agent, the Issuing Banks or any of the Lenders Credit Parties of their rights with respect to any Collateral, including any such claims to which the Parent such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent such Guarantors under this Section 2.17Article 3, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction each of the Administrative Agent, the Issuing Banks and the Lenders, Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed guaranteed hereby. With respect to this Agreement Agreement, the other Loan Documents and the NotesCredit Party Interest Hedge Agreements, each of the Parent Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent Each of the Guarantors further agrees that, as between the Parentsuch Guarantor, on the one hand, and the Administrative Agent, the Issuing Banks and the LendersCredit Parties, on the other hand, (ia) the maturity of the Obligations Guaranteed guaranteed hereby may be accelerated as provided in Section 8.2 9.2 hereof for the purposes of this GuarantyGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed guaranteed hereby, and (iib) in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 9.2 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by each of the Parent Guarantors for purposes of this guaranteeGuarantee. The Obligations obligations of the Parent Guarantors under this Section 2.17 Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization Insolvency Proceeding or otherwise, and the Parent each Guarantor agrees that it will will, jointly and severally, indemnify the Administrative Agent, the Issuing Banks and the Lenders Credit Parties on demand for their out-of-pocket reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).

Waivers and Releases. The Parent Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of collateralCollateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral Collateral or other indulgence from time to time granted by any of the Administrative Agent, the Issuing Banks or any of the Lenders Credit Parties in respect of this Agreement, the Notes Agreement or any other Loan Document. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction Each of the Administrative Agent, the Issuing Banks and the Lenders, the Parent Guarantors hereby releases each of the Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any), any "claims" (as defined in 11 U.S.C.Section U.S.C. Section 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is such Guarantors are or would be entitled by virtue of its their obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative Agent, the Issuing Banks or any of the Lenders Credit Parties of their rights with respect to any Collateral, including any such claims to which the Parent such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent such Guarantors under this Section 2.17Article 3, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction each of the Administrative Agent, the Issuing Banks and the Lenders, Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed guaranteed hereby. With respect to this Agreement and the Notesother Loan Documents, each of the Parent Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent Each of the Guarantors further agrees that, as between the Parentsuch Guarantor, on the one hand, and the Administrative Agent, the Issuing Banks and the LendersCredit Parties, on the other hand, (ia) the maturity of the Obligations Guaranteed guaranteed hereby may be accelerated as provided in Section 8.2 9.2 hereof for the purposes of this GuarantyGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed guaranteed hereby, and (iib) in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 9.2 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by each of the Parent Guarantors for purposes of this guarantee. The Obligations obligations of the Parent Guarantors under this Section 2.17 Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization Insolvency Proceeding or otherwise, and the Parent each Guarantor agrees that it will will, jointly and severally, indemnify the Administrative Agent, the Issuing Banks and the Lenders Credit Parties on demand for their out-of-pocket reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrowers for the benefit of each of their respective creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to such Borrower (or an investment in the equity capital of such Borrower by such Guarantor).

Waivers and Releases. The Parent Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of collateralCollateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral Collateral or other indulgence from time to time granted by any of the Administrative Agent, the Issuing Banks or any of the Lenders Credit Parties in respect of this Agreement, the Notes Agreement or any other Loan Document. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction Each of the Administrative Agent, the Issuing Banks and the Lenders, the Parent Guarantors hereby releases the Borrowers Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any), any "claims" (as defined in 11 U.S.C.Section U.S.C. Section 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is such Guarantors are or would be entitled by virtue of its their obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative Agent, the Issuing Banks or any of the Lenders Credit Parties of their rights with respect to any Collateral, including any such claims to which the Parent such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent such Guarantors under this Section 2.17Article 3, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction each of the Administrative Agent, the Issuing Banks and the Lenders, Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed guaranteed hereby. With respect to this Agreement and the Notesother Loan Documents, each of the Parent Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent Each of the Guarantors further agrees that, as between the Parentsuch Guarantor, on the one hand, and the Administrative Agent, the Issuing Banks and the LendersCredit Parties, on the other hand, (ia) the maturity of the Obligations Guaranteed guaranteed hereby may be accelerated as provided in Section 8.2 9.2 hereof for the purposes of this GuarantyGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed guaranteed hereby, and (iib) in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 9.2 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by each of the Parent Guarantors for purposes of this guarantee. The Obligations obligations of the Parent Guarantors under this Section 2.17 Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization Insolvency Proceeding or otherwise, and the Parent each Guarantor agrees that it will will, jointly and severally, indemnify the Administrative Agent, the Issuing Banks and the Lenders Credit Parties on demand for their out-of-pocket reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).

Waivers and Releases. The Parent hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral or other indulgence from time to time granted by any of the Administrative AgentAgents, the Issuing Banks or any of the Lenders in respect of this Agreement, the Notes or any other Loan Document. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative AgentAgents, the Issuing Banks and the Lenders, the Parent hereby releases the Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any, "claims" (as defined in 11 U.S.C.Section U.S.C. ss. 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is or would be entitled by virtue of its obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative AgentAgents, the Issuing Banks or any of the Lenders of their rights with respect to any Collateral, including any such claims to which the Parent may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent under this Section 2.17, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative AgentAgents, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed guaranteed hereby. With respect to this Agreement and the Notes, the Parent hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent further agrees that, as between the Parent, on the one hand, and the Administrative AgentAgents, the Issuing Banks and the Lenders, on the other hand, (i) the maturity of the Obligations Guaranteed guaranteed hereby may be accelerated as provided in Section 8.2 hereof for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by the Parent for purposes of this guarantee. The Obligations of the Parent under this Section 2.17 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent agrees that it will indemnify the Administrative AgentAgents, the Issuing Banks and the Lenders on demand for their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative AgentAgents, the Issuing Banks and the Lenders in connection with such rescission or restoration.

Waivers and Releases. The Parent hereby (a) Guarantor waives marshaling of assets and liabilities, sale in inverse order of alienation, presentment, demand for payment, protest, notice ofof acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and consents toall other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Landlord’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any Landlord Party. (b) This Guaranty shall in no way be affected by (i) any extension of time for payment or performance of payment, renewals, releases any Guaranteed Obligations; (ii) supplementation or amendment (material or otherwise) of collateral, delays in obtaining or realizing upon or failures to obtain, perfectthe Lease, or maintain perfection ofrenewal or extension thereof, or realize upon collateral or other indulgence from time to time granted by any increase in the size of the Administrative AgentPremises (whether within the Building or the Project); (iii) any failure, the Issuing Banks omission, delay or any lack of the Lenders in respect of this Agreement, the Notes diligence by Landlord or any other Loan Document. Until person or entity, to enforce, assert or exercise any right or remedy of Landlord under the Obligations have been paid Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in full in cash any creditor’s receivership, bankruptcy or otherwise satisfied to the satisfaction other proceedings; (vi) impairment, limitation or modification of the Administrative Agent, the Issuing Banks and the Lenders, the Parent hereby releases the Borrowers from all, and agrees not to assert liability of Tenant (or enforce (whether by or its estate in a legal or equitable proceeding or otherwise) any, "claims" (as defined in 11 U.S.C.Section 101(4)bankruptcy), whether arising or of any remedy for the enforcement of Tenant’s liability under Applicable Law the Lease, resulting from the operation of any present or otherwisefuture provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, to which sublease or other transfer of the Parent is or would be entitled by virtue of its obligations hereunder, any payment made pursuant hereto Lease or the exercise by the Administrative AgentPremises, the Issuing Banks or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of the Lenders Tenant; or (x) cessation of their rights with respect to Tenant’s liability for any Collateralcause whatsoever. (c) Until all Guaranteed Obligations are fully performed, including any such claims to which the Parent may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent under this Section 2.17, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed hereby. With respect to this Agreement and the Notes, the Parent hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent further agrees that, as between the Parent, on the one hand, and the Administrative Agent, the Issuing Banks and the Lenders, on the other hand, Guarantor (i) the maturity shall have no right of the Obligations Guaranteed hereby may be accelerated as provided in Section 8.2 hereof for the purposes subrogation against Tenant by reason of this Guaranty, notwithstanding any stay, injunction payment or other prohibition preventing performance by Guarantor of any such acceleration in respect of the Obligations Guaranteed hereby, and obligations; (ii) in the event waives any right to enforce any remedy which Guarantor now or hereafter may have against Tenant by reason of any declaration such payment or performance by Guarantor; and (iii) subordinates any liability or indebtedness of acceleration of such Obligations as provided in Section 8.2 hereof, such Obligations (whether Tenant now or not otherwise due and payable) shall forthwith become due and payable hereafter held by the Parent for purposes of this guarantee. The Obligations of the Parent under this Section 2.17 shall be automatically reinstated if and Guarantor to the extent that for any reason any payment by or on behalf Guaranteed Obligations in favor of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent agrees that it will indemnify the Administrative Agent, the Issuing Banks and the Lenders on demand for their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders in connection with such rescission or restorationLandlord.

Waivers and Releases. The Parent hereby a. Guarantor waives marshaling of assets and liabilities, sale in inverse order of alienation, presentment, demand for payment, protest, notice ofof acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and consents toall other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by ▇▇▇▇▇▇▇▇’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension of time for payment or performance of payment, renewals, releases any Guaranteed Obligations; (ii) supplementation or amendment (material or otherwise) of collateral, delays in obtaining or realizing upon or failures to obtain, perfectthe Lease, or maintain perfection ofrenewal or extension thereof, or realize upon collateral or other indulgence from time to time granted by any increase in the size of the Administrative Agentleased premises (whether within the building or the property); (iii) any failure, the Issuing Banks omission, delay or any lack of the Lenders in respect of this Agreement, the Notes diligence by Landlord or any other Loan Document. Until person or entity, to enforce, assert or exercise any right or remedy of Landlord under the Obligations have been paid Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in full in cash any creditor’s receivership, bankruptcy or otherwise satisfied to the satisfaction other proceedings; (vi) impairment, limitation or modification of the Administrative Agent, the Issuing Banks and the Lenders, the Parent hereby releases the Borrowers from all, and agrees not to assert liability of Tenant (or enforce (whether by or its estate in a legal or equitable proceeding or otherwise) any, "claims" (as defined in 11 U.S.C.Section 101(4)bankruptcy), whether arising or of any remedy for the enforcement of Tenant’s liability under Applicable Law the Lease, resulting from the operation of any present or otherwisefuture provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, to which sublease or other transfer of the Parent is or would be entitled by virtue of its obligations hereunder, any payment made pursuant hereto Lease or the exercise by the Administrative Agentleased premises, the Issuing Banks or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of the Lenders Tenant; or (x) cessation of their rights with respect to Tenant’s liability for any Collateralcause whatsoever. c. Until all Guaranteed Obligations are fully performed, including any such claims to which the Parent may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent under this Section 2.17, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed hereby. With respect to this Agreement and the Notes, the Parent hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent further agrees that, as between the Parent, on the one hand, and the Administrative Agent, the Issuing Banks and the Lenders, on the other hand, Guarantor (i) the maturity has no right of the Obligations Guaranteed hereby may be accelerated as provided in Section 8.2 hereof for the purposes of this Guaranty, notwithstanding subrogation against Tenant due to any stay, injunction payment or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby, and performance by Guarantor; (ii) in the event waives any right to enforce any remedy Guarantor may now or hereafter have against Tenant due to any such payment or performance; and (iii) subordinates any liability or indebtedness of any declaration of acceleration of such Obligations as provided in Section 8.2 hereof, such Obligations (whether Tenant now or not otherwise due and payable) shall forthwith become due and payable hereafter held by the Parent for purposes of this guarantee. The Obligations of the Parent under this Section 2.17 shall be automatically reinstated if and Guarantor to the extent that for any reason any payment by or on behalf Guaranteed Obligations in favor of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent agrees that it will indemnify the Administrative Agent, the Issuing Banks and the Lenders on demand for their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders in connection with such rescission or restorationLandlord.

Waivers and Releases. The Parent Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral or other indulgence from time to time granted by any of the Administrative AgentLenders, the Issuing Banks Arranging Agents or any of the Lenders Administrative Agent in respect of this Agreement, the Revolving Notes or any other Loan Document. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction Each of the Administrative Agent, the Issuing Banks and the Lenders, the Parent Guarantors hereby releases the Borrowers Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any), any "claims" (as defined in 11 U.S.C.Section U.S.C. ss. 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is such Guarantors are or would be entitled by virtue of its their obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative AgentLenders, the Issuing Banks Arranging Agents or any of the Lenders Administrative Agent of their rights with respect to any Collateralcollateral, including any such claims to which the Parent such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent such Guarantors under this Section 2.17Article 3, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction each of the Administrative Agent, the Issuing Banks and the Lenders, Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed guaranteed hereby. With respect to this Agreement and the Revolving Notes, each of the Parent Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent Each of the Guarantors further agrees that, as between the Parentsuch Guarantor, on the one hand, and the Administrative Agent, the Issuing Banks Arranging Agents and the Lenders, on the other hand, (i) the maturity of the Obligations Guaranteed guaranteed hereby may be accelerated as provided in Section 8.2 9.2 hereof for the purposes of this GuarantyGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 9.2 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by each of the Parent Guarantors for purposes of this guarantee. The Obligations of the Parent Guarantors under this Section 2.17 Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent each Guarantor agrees that it will indemnify the Administrative AgentLenders, the Issuing Banks Arranging Agents and the Lenders Administrative Agents on demand for their out-of-pocket reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative AgentLenders, the Issuing Banks and Arranging Agents, or the Lenders Administrative Agent in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).

Waivers and Releases. The Parent Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of collateralCollateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral Collateral or other indulgence from time to time granted by any of the Administrative Agent, the Issuing Banks or any of the Lenders Credit Parties in respect of this Agreement, the Notes or any other Loan Document. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction Each of the Administrative Agent, the Issuing Banks and the Lenders, the Parent Guarantors hereby releases the Borrowers Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any), any "claims" (as defined in 11 U.S.C.Section U.S.C. Section 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is such Guarantors are or would be entitled by virtue of its their obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative Agent, the Issuing Banks or any of the Lenders Credit Parties of their rights with respect to any Collateral, including any such claims to which the Parent such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent such Guarantors under this Section 2.17Article 3, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction each of the Administrative Agent, the Issuing Banks and the Lenders, Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed guaranteed hereby. With respect to this Agreement and the Notes, each of the Parent Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent Each of the Guarantors further agrees that, as between the Parentsuch Guarantor, on the one hand, and the Administrative Agent, the Issuing Banks and the LendersCredit Parties, on the other hand, (ia) the maturity of the Obligations Guaranteed guaranteed hereby may be accelerated as provided in Section 8.2 9.2 hereof for the purposes of this GuarantyGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed guaranteed hereby, and (iib) in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 9.2 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by each of the Parent Guarantors for purposes of this guarantee. The Obligations obligations of the Parent Guarantors under this Section 2.17 Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization Insolvency Proceeding or otherwise, and the Parent each Guarantor agrees that it will will, jointly and severally, indemnify the Administrative Agent, the Issuing Banks and the Lenders Credit Parties on demand for their out-of-pocket reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).

Waivers and Releases. The Parent hereby a. Guarantor waives marshaling of assets and liabilities, sale in inverse order of alienation, presentment, demand for payment, protest, notice ofof acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and consents toall other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Landlord’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by Landlord, its managing agent, any Mortgagee, or any of their respective agents or employees. b. This Guaranty shall in no way be affected by (i) any extension of time for payment or performance of payment, renewals, releases any Guaranteed Obligations; (ii) supplementation or amendment (material or otherwise) of collateral, delays in obtaining or realizing upon or failures to obtain, perfectthe Lease, or maintain perfection ofrenewal or extension thereof, or realize upon collateral or other indulgence from time to time granted by any increase in the size of the Administrative AgentPremises (whether within the Building or the Property); (iii) any failure, the Issuing Banks omission, delay or any lack of the Lenders in respect of this Agreement, the Notes diligence by Landlord or any other Loan Document. Until person or entity, to enforce, assert or exercise any right or remedy of Landlord under the Obligations have been paid Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in full in cash any creditor’s receivership, bankruptcy or otherwise satisfied to the satisfaction other proceedings; (vi) impairment, limitation or modification of the Administrative Agent, the Issuing Banks and the Lenders, the Parent hereby releases the Borrowers from all, and agrees not to assert liability of Tenant (or enforce (whether by or its estate in a legal or equitable proceeding or otherwise) any, "claims" (as defined in 11 U.S.C.Section 101(4)bankruptcy), whether arising or of any remedy for the enforcement of Tenant’s liability under Applicable Law the Lease, resulting from the operation of any present or otherwisefuture provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, to which sublease or other transfer of the Parent is or would be entitled by virtue of its obligations hereunder, any payment made pursuant hereto Lease or the exercise by the Administrative AgentPremises, the Issuing Banks or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of the Lenders Tenant; or (x) cessation of their rights with respect to Tenant’s liability for any Collateralcause whatsoever. c. Until all Guaranteed Obligations are fully performed, including any such claims to which the Parent may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent under this Section 2.17, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed hereby. With respect to this Agreement and the Notes, the Parent hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent further agrees that, as between the Parent, on the one hand, and the Administrative Agent, the Issuing Banks and the Lenders, on the other hand, Guarantor (i) the maturity has no right of the Obligations Guaranteed hereby may be accelerated as provided in Section 8.2 hereof for the purposes of this Guaranty, notwithstanding subrogation against Tenant due to any stay, injunction payment or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby, and performance by Guarantor; (ii) in the event waives any right to enforce any remedy Guarantor may now or hereafter have against Tenant due to any such payment or performance; and (iii) subordinates any liability or indebtedness of any declaration of acceleration of such Obligations as provided in Section 8.2 hereof, such Obligations (whether Tenant now or not otherwise due and payable) shall forthwith become due and payable hereafter held by the Parent for purposes of this guarantee. The Obligations of the Parent under this Section 2.17 shall be automatically reinstated if and Guarantor to the extent that for any reason any payment by or on behalf Guaranteed Obligations in favor of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent agrees that it will indemnify the Administrative Agent, the Issuing Banks and the Lenders on demand for their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders in connection with such rescission or restorationLandlord.

Waivers and Releases. The Parent Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of collateralCollateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral Collateral or other indulgence from time to time granted by any of the Administrative Agent, the Issuing Banks or any of the Lenders Credit Parties in respect of this Agreement, the Notes or any other Loan DocumentDocument or any Credit Party Interest Hedge Agreement. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction Each of the Administrative Agent, the Issuing Banks and the Lenders, the Parent Guarantors hereby releases the Borrowers Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any), "any “claims" ” (as defined in 11 U.S.C.Section U.S.C. § 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is such Guarantors are or would be entitled by virtue of its their obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative Agent, the Issuing Banks or any of the Lenders Credit Parties of their rights with respect to any Collateral, including any such claims to which the Parent such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent such Guarantors under this Section 2.17Article 3, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction each of the Administrative Agent, the Issuing Banks and the Lenders, Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed guaranteed hereby. With respect to this Agreement Agreement, the other Loan Documents and the NotesCredit Party Interest Hedge Agreements, each of the Parent Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent Each of the Guarantors further agrees that, as between the Parentsuch Guarantor, on the one hand, and the Administrative Agent, the Issuing Banks and the LendersCredit Parties, on the other hand, (ia) the maturity of the Obligations Guaranteed guaranteed hereby may be accelerated as provided in Section 8.2 9.2 hereof for the purposes of this GuarantyGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed guaranteed hereby, and (iib) in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 9.2 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by each of the Parent Guarantors for purposes of this guarantee. The Obligations of the Parent under this Section 2.17 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent agrees that it will indemnify the Administrative Agent, the Issuing Banks and the Lenders on demand for their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders in connection with such rescission or restoration.this